Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 15, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-35092 | ||
Entity Registrant Name | EXACT SCIENCES CORPORATION | ||
Entity Central Index Key | 0001124140 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5505 Endeavor Lane | ||
Entity Address, City or Town | Madison | ||
Entity Address, State or Province | WI | ||
Entity Tax Identification Number | 02-0478229 | ||
Entity Address, Postal Zip Code | 53719 | ||
City Area Code | 608 | ||
Local Phone Number | 284‑5700 | ||
Title of 12(b) Security | Common Stock, $0.01 Par Value | ||
Trading Symbol | EXAS | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Amendment Flag | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 12,901,152,054 | ||
Entity Common Stock, Shares Outstanding | 169,093,162 | ||
Documents Incorporated by Reference | The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2020. Portions of such proxy statement are incorporated by reference into Part III of this Form 10‑K. | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 1,491,288 | $ 177,254 |
Marketable securities | 348,699 | 146,401 |
Accounts receivable, net | 233,185 | 130,362 |
Inventory | 92,265 | 61,724 |
Prepaid expenses and other current assets | 33,157 | 38,195 |
Total current assets | 2,198,594 | 553,936 |
Long-term Assets: | ||
Property, plant and equipment, net | 450,683 | 455,325 |
Operating lease right-of-use assets | 125,947 | 126,444 |
Goodwill | 1,237,672 | 1,203,197 |
Intangible assets, net | 848,426 | 1,143,550 |
Other long-term assets, net | 63,770 | 23,316 |
Total assets | 4,925,092 | 3,505,768 |
Current Liabilities: | ||
Accounts payable | 35,709 | 25,973 |
Accrued liabilities | 233,604 | 193,329 |
Operating lease liabilities, current portion | 11,483 | 7,891 |
Convertible notes, net, current portion | 255,464 | 0 |
Debt, current portion | 1,319 | 834 |
Other current liabilities | 38,265 | 8,467 |
Total current liabilities | 575,844 | 236,494 |
Convertible notes, net, less current portion | 1,320,760 | 803,605 |
Long-term debt, less current portion | 22,342 | 24,032 |
Other long-term liabilities | 61,582 | 34,911 |
Operating lease liabilities, less current portion | 121,075 | 118,665 |
Total liabilities | 2,101,603 | 1,217,707 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred stock, $0.01 par value Authorized—5,000,000 shares issued and outstanding—no shares at December 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.01 par value Authorized—400,000,000 shares issued and outstanding—159,423,410 and 147,625,696 shares at December 31, 2020 and December 31, 2019 | 1,595 | 1,477 |
Additional paid-in capital | 4,789,657 | 3,406,440 |
Accumulated other comprehensive income (loss) | 526 | (100) |
Accumulated deficit | (1,968,289) | (1,119,756) |
Total stockholders’ equity | 2,823,489 | 2,288,061 |
Total liabilities and stockholders’ equity | $ 4,925,092 | $ 3,505,768 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Revenue | $ 1,491,391 | $ 876,293 | $ 454,462 |
Operating expenses: | |||
Cost of sales (exclusive of amortization of acquired intangible assets) | 354,324 | 216,717 | 116,644 |
Research and development | 554,052 | 139,694 | 67,285 |
Sales and marketing | 589,919 | 385,176 | 249,448 |
General and administrative | 481,716 | 352,453 | 178,016 |
Amortization of acquired intangibles | 93,398 | 16,035 | 2,540 |
Intangible asset impairment charge | 209,666 | 0 | 0 |
Total operating expenses | 2,283,075 | 1,110,075 | 613,933 |
Other operating income | 23,665 | 0 | 0 |
Loss from operations | (768,019) | (233,782) | (159,471) |
Other income (expense) | |||
Investment income, net | 6,897 | 26,530 | 21,203 |
Interest expense | (95,983) | (61,599) | (36,789) |
Total other income (expense) | (89,086) | (35,069) | (15,586) |
Net loss before tax | (857,105) | (268,851) | (175,057) |
Income tax benefit (expense) | 8,572 | 184,858 | (92) |
Net loss | $ (848,533) | $ (83,993) | $ (175,149) |
Net loss per share-basic and diluted (in dollars per share) | $ (5.61) | $ (0.64) | $ (1.43) |
Weighted average common shares outstanding-basic and diluted (in shares) | 151,137 | 131,257 | 122,207 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (848,533) | $ (83,993) | $ (175,149) |
Other comprehensive loss: | |||
Unrealized gain (loss) on available-for-sale investments | 771 | 1,322 | (708) |
Foreign currency adjustment | 25 | 0 | 36 |
Comprehensive loss, before tax | (847,737) | (82,671) | (175,821) |
Income tax expense related to items of other comprehensive income | (170) | 0 | 0 |
Comprehensive loss, net of tax | $ (847,907) | $ (82,671) | $ (175,821) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning balance at Dec. 31, 2017 | $ 520,418 | $ 1,205 | $ 1,380,577 | $ (750) | $ (860,614) |
Beginning balance (in shares) at Dec. 31, 2017 | 120,497,426 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Equity component of convertible debt, net of issuance costs | 260,246 | 260,246 | |||
Settlement of convertible notes, net of tax | 0 | ||||
Exercise of common stock options | 6,636 | $ 10 | 6,626 | ||
Exercise of common stock options (in shares) | 1,033,012 | ||||
Issuance of common stock to fund the Company's 401(k) match | 4,303 | $ 1 | 4,302 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 86,882 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 60,264 | $ 13 | 60,251 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 1,228,611 | ||||
Purchase of employee stock purchase plan shares | 4,895 | $ 3 | 4,892 | ||
Purchase of employee stock purchase plan shares (in shares) | 346,609 | ||||
Issuance of common stock for business combinations | 0 | ||||
Net loss | (175,149) | (175,149) | |||
Accumulated other comprehensive income (loss) | (672) | (672) | |||
Ending balance at Dec. 31, 2018 | 680,941 | $ 1,232 | 1,716,894 | (1,422) | (1,035,763) |
Ending balance (in shares) at Dec. 31, 2018 | 123,192,540 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Equity component of convertible debt, net of issuance costs | 268,368 | 268,368 | |||
Settlement of convertible notes, net of tax | (300,768) | (300,768) | |||
Shares issued to settle convertible notes | $ 182,477 | $ 22 | 182,455 | ||
Shares issued to settle convertible notes (in shares) | 2,159,716 | 2,159,716 | |||
Exercise of common stock options | $ 8,787 | $ 6 | 8,781 | ||
Exercise of common stock options (in shares) | 641,925 | ||||
Issuance of common stock to fund the Company's 401(k) match | 7,409 | $ 1 | 7,408 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 86,532 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 108,483 | $ 43 | 108,440 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 4,322,366 | ||||
Purchase of employee stock purchase plan shares | 8,396 | $ 2 | 8,394 | ||
Purchase of employee stock purchase plan shares (in shares) | 176,458 | ||||
Issuance of common stock for business combinations | $ 1,407,080 | $ 171 | 1,406,909 | ||
Issuance of common stock to fund business combinations (in shares) | 17,046,159 | 17,046,159 | |||
Stock issuance costs | $ (441) | (441) | |||
Net loss | (83,993) | (83,993) | |||
Accumulated other comprehensive income (loss) | 1,322 | 1,322 | |||
Ending balance at Dec. 31, 2019 | $ 2,288,061 | $ 1,477 | 3,406,440 | (100) | (1,119,756) |
Ending balance (in shares) at Dec. 31, 2019 | 147,625,696 | 147,625,696 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Equity component of convertible debt, net of issuance costs | $ 346,641 | 346,641 | |||
Settlement of convertible notes, net of tax | (64,199) | (64,199) | |||
Exercise of common stock options | $ 27,077 | $ 7 | 27,070 | ||
Exercise of common stock options (in shares) | 707,013 | 702,907 | |||
Issuance of common stock to fund the Company's 401(k) match | $ 12,007 | $ 1 | 12,006 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 136,559 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 152,906 | $ 17 | 152,889 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 1,665,408 | ||||
Purchase of employee stock purchase plan shares | 18,355 | $ 3 | 18,352 | ||
Purchase of employee stock purchase plan shares (in shares) | 301,064 | ||||
Issuance of common stock for business combinations | $ 28,847 | $ 4 | 28,843 | ||
Issuance of common stock to fund business combinations (in shares) | 386,293 | 386,293 | |||
Issuance of common stock for registered direct offering | $ 861,701 | $ 86 | 861,615 | ||
Issuance of common stock, net of issuance costs (in shares) | 8,605,483 | ||||
Net loss | (848,533) | (848,533) | |||
Accumulated other comprehensive income (loss) | 626 | 626 | |||
Ending balance at Dec. 31, 2020 | $ 2,823,489 | $ 1,595 | $ 4,789,657 | $ 526 | $ (1,968,289) |
Ending balance (in shares) at Dec. 31, 2020 | 159,423,410 | 159,423,410 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net loss | $ (848,533) | $ (83,993) | $ (175,149) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and other amortization | 69,964 | 34,212 | 20,544 |
Loss on disposal of property, plant and equipment | 2,470 | 1,394 | 353 |
Unrealized net (gain) loss on revaluation of equity securities | (1,179) | 207 | 0 |
Loss on preferred stock investment | 0 | 0 | 765 |
Deferred tax benefit | (9,862) | (185,109) | 0 |
Stock-based compensation | 152,906 | 108,483 | 60,264 |
Loss on settlement of convertible notes | 7,954 | 10,558 | 0 |
Amortization of convertible note debt discount and issuance costs | 76,479 | 42,256 | 28,564 |
Amortization of deferred financing costs and other liabilities | (3,889) | (4,467) | (2,394) |
Accretion (Amortization) of discount (premium) on short-term investments | 1,549 | (3,102) | (3,516) |
Amortization of acquired intangibles | 93,398 | 16,035 | 2,540 |
Asset acquisition IPR&D expense | 412,568 | 0 | 0 |
Intangible asset impairment charge | 209,666 | 0 | 0 |
Non-cash lease expense | 15,720 | 5,427 | 0 |
Changes in assets and liabilities, net of effects of acquisition: | |||
Accounts receivable, net | (100,526) | (27,633) | (17,292) |
Inventory, net | (30,310) | (19,041) | (12,729) |
Operating lease liabilities | (8,784) | (4,114) | 0 |
Accounts payable and accrued liabilities | 55,165 | 3,469 | 33,076 |
Other assets and liabilities | 41,726 | (6,237) | (3,966) |
Net cash provided by (used in) operating activities | 136,482 | (111,655) | (68,940) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (1,089,953) | (634,117) | (1,192,506) |
Maturities of marketable securities | 886,675 | 1,657,204 | 578,786 |
Purchases of property, plant and equipment | (64,352) | (171,802) | (150,093) |
Investment in privately held companies | (15,947) | (1,000) | 0 |
Business combination, net of cash acquired | (6,658) | (973,861) | (17,908) |
Asset acquisition, net of cash acquired | (411,421) | 0 | 0 |
Other investing activities | (381) | (852) | (578) |
Net cash used in investing activities | (702,037) | (124,428) | (782,299) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible notes, net | 1,125,547 | 729,477 | 896,430 |
Proceeds from exercise of common stock options | 27,077 | 8,787 | 6,636 |
Proceeds from sale of common stock, net of issuance costs | 861,701 | 0 | 0 |
Proceeds in connection with the Company's employee stock purchase plan | 18,355 | 8,396 | 4,895 |
Payments on settlement of convertible notes | (150,054) | (493,356) | 0 |
Proceeds from construction loan, net deferred financing costs | 0 | 319 | 24,236 |
Other financing activities | (3,005) | (442) | 1,945 |
Net cash provided by financing activities | 1,879,621 | 253,181 | 934,142 |
Effects of exchange rate changes on cash and cash equivalents | 0 | 0 | 36 |
Net increase in cash, cash equivalents and restricted cash | 1,314,066 | 17,098 | 82,939 |
Cash, cash equivalents and restricted cash at the beginning of period | 177,528 | 160,430 | 77,491 |
Cash, cash equivalents and restricted cash at the end of period | 1,491,594 | 177,528 | 160,430 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Property, plant and equipment acquired but not paid | 2,685 | 10,265 | 33,452 |
Property acquired under build-to-suit lease | 0 | 0 | 2,092 |
Unrealized loss on available-for-sale investments | 771 | 1,322 | (708) |
Issuance of 136,559, 86,532, and 86,882 shares of common stock to fund the Company’s 401(k) matching contribution for 2019, 2018, and 2017, respectively | 12,007 | 7,409 | 4,303 |
Issuance of 2,159,716 shares of common stock upon settlement of convertible notes | 0 | 182,477 | 0 |
Retirement of equity component of convertible notes settled | (64,199) | (300,768) | 0 |
Issuance of 386,293 and 17,046,159 shares of common stock in 2020 and 2019, respectively, for business combination | (28,847) | (1,407,080) | 0 |
Business acquisition contingent consideration liability | 0 | 0 | 3,060 |
Supplemental disclosure of cash flow information: | |||
Interest paid | $ 9,384 | $ 5,128 | $ 4,638 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized shares (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Preferred stock, outstanding shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued shares (in shares) | 159,423,410 | 147,625,696 |
Common stock, outstanding shares (in shares) | 159,423,410 | 147,625,696 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Cash Flows [Abstract] | |||
Issuance of shares of common stock to fund the Company's 401(k) matching contribution (in shares) | 136,559 | 86,532 | 86,882 |
Shares issued to settle convertible notes (in shares) | 2,159,716 | ||
Issuance of common stock to fund business combinations (in shares) | 386,293 | 17,046,159 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. Exact is a leading global cancer screening and diagnostics company. It has developed some of the most impactful brands in cancer screening and diagnostics, including Cologuard ® and Oncotype DX ® . Exact is currently working on the development of additional tests, with the goal of bringing new innovative cancer tests to patients throughout the world. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Exact Sciences Corporation and those of its wholly-owned subsidiaries and variable interest entities. All intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company's financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of convertible notes, valuation of intangible assets and goodwill, and accounting for income taxes among others. The spread of the coronavirus (“COVID-19”) has affected many segments of the global economy, including the cancer screening and diagnostics industry. The COVID-19 outbreak, which the World Health Organization has classified as a pandemic, has prompted governments and regulatory bodies throughout the world to enact broad precautionary measures, including “stay-at-home” orders, restrictions on the performance of “non-essential” services, public gatherings and travel. Health systems, including key markets where the Company operates, have been, or may be, overwhelmed with high volumes of patients suffering from COVID-19. Even in areas where “stay-at-home” restrictions have been lifted and the number of cases of COVID-19 has declined, many individuals remain cautious about resuming activities such as preventive-care medical visits. Medical practices continue to be cautious about allowing individuals, such as sales representatives, into their offices. Many individuals continue to work from home rather from an office setting. The Company cannot forecast when the COVID-19 pandemic will end or the extent to which practices that have emerged during the pandemic will continue once it subsides. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, equity investments, software, and the carrying value of the goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. The pandemic and related precautionary measures began to materially disrupt the Company's operations in March 2020 and may continue to disrupt the business for an unknown period of time. As a result, the pandemic had a significant impact on the Company's 2020 revenues and operating results. The ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the extent to which COVID-19 will negatively impact its financial results or liquidity. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) In April 2020, the Company received $23.7 million from the United States Department of Health and Human Services (“HHS”) as a distribution from the Public Health and Social Services Emergency Fund provided for in the CARES Act. The fund payments are grants, not loans, and HHS will not require repayment provided the funds are utilized to offset expenses incurred to address COVID-19 or to replace lost revenues. The Company accepted the terms and conditions of the grant in May 2020 and recognized the entire $23.7 million during the year ended December 31, 2020, due to lost revenue attributable to COVID-19, which is reflected in other operating income in the consolidated statement of operations. The Company cannot predict the extent to which it might receive any additional funds to be paid out under the Provider Relief Fund, and to what extent the financial impact of receiving such funds might offset the broad implications of the COVID-19 pandemic, which include increases in the Company’s costs and lost revenues. Cash and Cash Equivalents The Company considers cash on hand, demand deposits in a bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. Marketable Securities Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company's debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest rate method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in the consolidated statements of operations as investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in the consolidated statements of operations as investment income, net. The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations (including those with a contractual term greater than one year from the date of purchase) are classified as current. The Company periodically evaluates its available-for-sale debt securities in unrealized loss positions to determine whether any impairment is a result of a credit loss or other factors. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, significance of a security’s loss position, adverse conditions specifically related to the security, and the payment structure of the security. Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events or other substantive evidence indicate that expected collections will be less than applicable accrual rates. At December 31, 2020 and 2019, the allowance for doubtful accounts recorded was not material to the Company's consolidated balance sheets. For the years ended December 31, 2020, 2019 and 2018, there was an immaterial amount of bad debt expense written off against the allowance and charged to operating expense. Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meet quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate. Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, have been expensed to research and development in the Company’s consolidated statements of operations. Property, Plant and Equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred. Software Development Costs Costs related to internal use software, including hosted arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight‑line basis over the estimated useful life of the software, or the duration of the hosting agreement. Investments in Privately Held Companies The Company determines whether its investments in privately held companies are debt or equity based on their characteristics, in accordance with the applicable accounting guidance for such investments. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee. Investments in privately held companies determined to be equity securities are accounted for as non-marketable securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in investment income, net in the consolidated statements of operations. Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held to maturity securities, in accordance with the applicable accounting guidance for such investments. Derivative Financial Instruments The Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the consolidated statements of operations. Business Combinations and Asset Acquisitions Business Combinations are accounted for under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business combination under the ASC are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition. Intangible Assets Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. The Company determined that all patent costs incurred during the years ended December 31, 2020, 2019 and 2018 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined. Acquired In-process Research and Development ("IPR&D") Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects and discounting the net cash flows to present value. The revenues and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success. IPR&D projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related R&D efforts. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. There are often major risks and uncertainties associated with IPR&D projects as we are required to obtain regulatory approvals in order to be able to market the resulting products. Such approvals require completing clinical trials that demonstrate the products effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers various factors for potential impairment, including the current legal and regulatory environment, current and future strategic initiatives and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors' products could result in partial or full impairment of the related intangible assets. Goodwill The Company evaluates goodwill for possible impairment in accordance with Financial Accounting Standards Board ("FASB") ASC 350 on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Impairment of Long-Lived Assets The Company evaluates the fair value of long-lived assets, which include property, plant and equipment, finite-lived intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Net Loss Per Share Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses. The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period: December 31, (In thousands) 2020 2019 2018 Shares issuable in connection with acquisitions 157 — — Shares issuable upon exercise of stock options 2,231 2,700 2,532 Shares issuable upon the release of restricted stock awards 3,968 3,801 3,847 Shares issuable upon the release of performance share units 619 583 2,399 Shares issuable upon conversion of convertible notes 20,309 12,196 12,044 27,284 19,280 20,822 Accounting for Stock-Based Compensation The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units, shares purchased under an employee stock purchase plan (if certain parameters are not met), and performance share units to be recognized in the financial statements based on their grant date fair values. Forfeitures of any share-based awards are recognized as they occur. The fair values and recognition of the Company's share-based payment awards are determined as follows: The fair value of each service-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions: Expected Term —Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants. Expected Volatility —Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards. Risk-Free Interest Rate —The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term. The estimated fair value of these awards is recognized to expense using the straight-line method over the expected term. The fair value of service-based awards for each restricted stock unit award is determined on the date of grant using the closing stock price on that day. The estimated fair value of these awards is recognized to expense using the straight-line method over the vesting period. Research and Development Costs Research and development costs are expensed as incurred. These expenses include the costs of our proprietary research and development efforts, as well as costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use. Upfront and milestone payments due to third parties in connection with research and development collaborations prior to regulatory approval are expensed as incurred. Milestone payments due to third parties upon, or subsequent to, regulatory approval are capitalized and amortized into research and development costs over the shorter of the remaining license or product patent life, when there are no corresponding revenues related to the license or product. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received, rather than when the payment is made. The Company incurred research and development expenses of $554.1 million, $139.7 million, and $67.3 million during the years ended December 31, 2020, 2019, and 2018, respectively, including IPR&D of $412.6 million that was acquired in an asset acquisition in 2020 and had no alternative future use. The value of the acquired IPR&D that was expensed was determined by identifying those acquired specific IPR&D projects that would be continued and which (a) were incomplete and (b) had no alternative future use. Acquired IPR&D assets that are acquired in an asset acquisition and which have no alternative future use are classified as an investing cash outflow in the consolidated statement of cash flows. Advertising Costs The Company expenses the costs of media advertising at the time the advertising takes place. The Company expensed approximately $93.2 million, $88.7 million, and $93.7 million of media advertising during the years ended December 31, 2020, 2019, and 2018, respectively, which is recorded in sales and marketing expenses on the Company's consolidated statements of operations. Fair Value Measurements The FASB has issued authoritative guidance that requires fair value to be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Convertible Notes The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the Company’s nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component of the convertible debt instrument by using assumptions that market participants would use in pricing a debt instrument, including market interest rates, credit standing, yield curves, volatilities, and expected life of the instrument. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The equity component, less any premium, is treated as a discount on the liability component. The debt discount is amortized to interest expense over the contractual term of the debt instrument using the effective interest rate method. In addition, debt issuance costs related to the debt instrument are allocated to the liability and equity components based on their relative values. The debt issuance costs allocated to the liability component are amortized over the contractual term of the debt instrument as additional non-cash interest expense. The transaction costs allocated to the equity component are netted with the equity component of the convertible debt instrument in stockholders equity. Leases The Company acts as lessee in its lease agreements, which include operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment, and finance leases for certain equipment and vehicles. The Company determines whether an arrangement is, or contains, a lease at inception. At the beginning of fiscal year 2019, the company adopted ASC Topic 842. The Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Operating lease expense and amortization of finance lease ROU assets are recognized on a straight-line basis over the lease term as an operating expense. Finance lease interest expense is recorded as interest expense on the Company’s consolidated statements of operations. The Company accounts for leases acquired in business combinations by measuring the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease for the Company. This measurement includes recognition of a lease intangible for any below-market terms present in the leases acquired. The below-market lease intangible is included in the ROU asset on the consolidated balance sheets and are amortized over the remaining lease term. The Company has not acquired any leases with above-market terms. The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract. Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 2 for further discussion. Foreign Currency Transactions Prior to 2019, the Company’s international subsidiaries’ functional currency was the local currency and assets and liabilities were translated into U.S. dollars at the period-end exchange rate or historical rates, as appropriate. Consolidated statements of operations were translated at average exchange rates for the period, and the cumulative translation adjustments resulting from changes in exchange rates were included in the Company’s consolidated balance sheet as a component of additional paid-in capital. In 2019 and 2020, the Company’s international subsidiaries use the U.S. dollar as the functional currency, resulting in the Company not being subject to gains and losses from foreign currency translation of the subsidiary financial statements. The Company recognizes gains and losses from foreign currency transactions in the consolidated statements of operations. Net foreign currency transaction gains or losses were not material to the consolidated statements of operations for the periods presented. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash, cash equivalents and marketable securities. As of December 31, 2020, the Company had cash and cash equivalents deposited in financial institutions in which the balances exceed the federal government agency insured limit of $250,000 by approximately $237.0 million. The Company has not experienced any losses in s |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard, Oncotype IQ ® , and COVID-19 tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. The core principle of ASC 606 is that the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to collect in exchange for those goods or services. The Company recognizes revenues from its products in accordance with that core principle, and key aspects considered by the Company include the following: Contracts The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. However, when a patient is considered self-pay, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations. The Company’s consideration can be deemed variable or fixed depending on the structure of specific payer contracts, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained. Under the Company’s Laboratory Service Agreements (“LSA”) and Laboratory Reference Agreements (“LRA”) the Company contracts with a direct bill payer who is the customer for an agreed upon amount of laboratory testing services for a specified amount of time at a fixed reimbursement rate, and certain of the Company’s LSAs obligate the customer to pay for testing services prior to result. Performance obligations A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. Or, in the context of some of the Company’s LSAs, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window. The Company elects the practical expedient related to the disclosure of unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year. Transaction price The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected to be collected from a contract with a customer may include fixed amounts, variable amounts, or both. Fixed consideration is derived from the Company’s LSA, LRA, and direct bill payer contracts that exist between the Company and the direct bill payers. The contracted reimbursement rate is deemed to be fixed as the Company expects to fully collect all amounts billed under these relationships. Variable consideration is primarily derived from payer and patient billing and can result due to several factors such as the amount of contractual adjustments, any patient co-payments, deductibles or patient adherence incentives, the existence of secondary payers, and claim denials. The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payer reimbursement contracts. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was $9.6 million, $9.9 million and $15.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more or less consideration than it originally estimated for a contract with a patient, it will account for the change as an increase or decrease in the estimate of the transaction price (i.e., an upward or downward revenue adjustment) in the period identified. When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon completion of the performance obligations associated with the Company's tests, with recognition, generally occurring at the date of cash receipt. Allocate transaction price The transaction price is allocated entirely to the performance obligation contained within the contract with a customer. Point in time recognition The Company’s single performance obligation is satisfied at a point in time. That point in time is defined as the date the Company releases a result to the ordering healthcare provider, or, in the context of some of the Company's LSAs, that point in time could be the date the allotted testing window ends if a specimen sample is not returned to the laboratory for processing. The point in time in which revenue is recognized by the Company signifies fulfillment of the performance obligation to the patient or direct bill payer. Disaggregation of Revenue The following table presents the Company's revenues disaggregated by revenue source: Year Ended December 31, (In thousands) 2020 2019 2018 Screening Medicare Parts B & C $ 365,471 $ 404,331 $ 254,431 Commercial 409,671 368,006 184,538 Other 39,925 37,783 15,493 Total Screening 815,067 810,120 454,462 Precision Oncology Medicare Parts B & C $ 157,166 $ 24,325 $ — Commercial 186,043 29,976 — International 77,484 11,444 — Other 19,800 428 — Total Precision Oncology 440,493 66,173 — COVID-19 Testing $ 235,831 $ — $ — Total $ 1,491,391 $ 876,293 $ 454,462 Screening revenue primarily includes laboratory service revenue from the Cologuard test while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype IQ products. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. Generally, billing occurs subsequent to the release of a patient’s test result to the ordering healthcare provider, resulting in an account receivable. However, the Company sometimes receives advance payment from a patient or a direct bill payer before a test result is completed, resulting in deferred revenue. The deferred revenue recorded is recognized as revenue at the point in time results are released to the patient’s healthcare provider. Or, in the context of some of the Company’s LSAs, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window. Deferred revenue balances are reported in other current liabilities in the Company’s consolidated balance sheets and were $25.0 million and $0.6 million as of December 31, 2020 and 2019, respectively. As of December 31, 2020, $24.2 million of the Company’s deferred revenue balance is a result of the billing terms pursuant to the existing COVID-19 LSAs with customers. Revenue recognized for the years ended December 31, 2020 and 2019, which was included in the deferred revenue balance at the beginning of each period was $0.2 million and $0.2 million, respectively. Practical Expedients The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less. The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses in the Company’s consolidated statements of operations. The Company incurs certain other costs that are incurred regardless of whether a contract is obtained. Such costs are primarily related to legal services and patient communications (e.g. adherence reminder letters). These costs are expensed as incurred and recorded within general and administrative expenses in the Company’s consolidated statements of operations. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at December 31, 2020 and 2019: December 31, (In thousands) 2020 2019 Cash, cash equivalents, and restricted cash Cash and money market $ 901,294 $ 146,932 Cash equivalents 589,994 30,322 Restricted cash (1) 306 274 Total cash, cash equivalents and restricted cash 1,491,594 177,528 Marketable securities Available-for-sale debt securities 347,178 144,685 Equity securities 1,521 1,716 Total marketable securities 348,699 146,401 Total cash and cash equivalents, restricted cash and marketable securities $ 1,840,293 $ 323,929 _________________________________ (1) Restricted cash is included in other long-term assets on the consolidated balance sheets. There was no restricted cash at December 31, 2018. Available-for-sale debt securities at December 31, 2020 consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Cash equivalents U.S. government agency securities $ 589,986 $ 8 $ — $ 589,994 Total cash equivalents 589,986 8 — 589,994 Marketable securities Corporate bonds 132,301 612 — 132,913 U.S. government agency securities 207,119 52 — 207,171 Asset backed securities 7,070 24 — 7,094 Total marketable securities 346,490 688 — 347,178 Total available-for-sale debt securities $ 936,476 $ 696 $ — $ 937,172 _________________________________ (1) Gains and losses in accumulated other comprehensive income (loss)("AOCI") are reported before tax impact. Available-for-sale debt securities at December 31, 2019 consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Losses in Accumulated Estimated Fair Cash equivalents U.S. government agency securities $ 30,320 $ 2 $ — $ 30,322 Total cash equivalents 30,320 2 — 30,322 Marketable securities Corporate bonds 4,017 — (14) 4,003 U.S. government agency securities 140,745 10 (73) 140,682 Total marketable securities 144,762 10 (87) 144,685 Total available-for-sale debt securities $ 175,082 $ 12 $ (87) $ 175,007 _________________________________ (1) There was no tax impact on the gains and losses in accumulated income (loss) at December 31, 2019. The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at December 31, 2020: Due one year or less Due after one year through four years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents U.S. government agency securities $ 589,986 $ 589,994 $ — $ — Total cash equivalents 589,986 589,994 — — Marketable securities U.S. government agency securities 199,988 199,994 7,131 7,177 Corporate bonds 100,837 101,122 31,464 31,791 Asset backed securities — — 7,070 7,094 Total marketable securities 300,825 301,116 45,665 46,062 Total available-for-sale securities $ 890,811 $ 891,110 $ 45,665 $ 46,062 There were no available-for-sale debt securities in an unrealized loss position as of December 31, 2020. The following table summarizes the gross unrealized losses and fair value of available-for-sale debt securities in an unrealized loss position as of December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position: Less than 12 months 12 months or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Marketable Securities Corporate bonds $ 4,003 $ (14) $ — $ — $ 4,003 $ (14) Asset backed securities 140,682 (73) — — 140,682 (73) Total $ 144,685 $ (87) $ — $ — $ 144,685 $ (87) The Company evaluates investments, including investments in privately-held companies, that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of December 31, 2020 and 2019 because the change in market value for those securities in an unrealized loss position has resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. The Company recorded a realized gain on available-for-sale debt securities of $0.1 million, $3.4 million, and $0.4 million for the years ended December 31, 2020, 2019, and 2018, respectively, net of insignificant realized losses. The Company recorded a loss of $0.2 million and $0.2 million, respectively, from its equity securities for the years ended December 31, 2020 and 2019. The Company held no equity securities during the year ended December 31, 2018, and recorded no gain or loss. The gains and losses recorded are included in investment income, net in the Company’s consolidated statements of operations. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following: December 31, (In thousands) 2020 2019 Raw materials $ 43,083 $ 24,958 Semi-finished and finished goods 49,182 36,766 Total inventory $ 92,265 $ 61,724 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The estimated useful lives of property, plant and equipment are as follows: December 31, (In thousands) Estimated 2020 2019 Property, plant and equipment Land n/a $ 4,466 $ 4,466 Leasehold and building improvements (1) 117,865 80,352 Land improvements 15 years 4,864 1,766 Buildings 30 - 40 years 200,980 112,815 Computer equipment and computer software 3 years 73,296 65,323 Laboratory equipment 3 - 10 years 142,110 104,008 Furniture and fixtures 3 - 10 years 24,968 14,539 Assets under construction n/a 18,751 149,687 Property, plant and equipment, at cost 587,300 532,956 Accumulated depreciation (136,617) (77,631) Property, plant and equipment, net $ 450,683 $ 455,325 _________________________________ (1) Lesser of remaining lease term, building life, or estimated useful life. Depreciation expense for the years ended December 31, 2020, 2019, and 2018 was $69.4 million, $33.9 million, and $20.5 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Intangible Assets The following table summarizes the net-book-value and estimated remaining life of the Company's intangible assets as of December 31, 2020: (In thousands) Weighted Cost Accumulated Amortization Net Balance at December 31, 2020 Finite-lived intangible assets Trade name 14.9 $ 100,700 $ (7,258) $ 93,442 Customer relationships 12.8 2,700 (404) 2,296 Patents 3.7 10,441 (5,422) 5,019 Supply agreement 6.5 30,000 (4,527) 25,473 Acquired developed technology 9.0 814,171 (93,278) 720,893 Internally developed technology 2.2 2,121 (921) 1,200 Total finite-lived intangible assets 960,133 (111,810) 848,323 Internally developed technology in process n/a 103 — 103 Total intangible assets $ 960,236 $ (111,810) $ 848,426 The following table summarizes the net-book-value and estimated remaining life of the Company’s finite-lived intangible assets as of December 31, 2019: (In thousands) Weighted Cost Accumulated Amortization Net Balance at December 31, 2019 Finite-lived intangible assets Trade name 15.9 $ 100,700 $ (961) $ 99,739 Customer relationships 13.8 2,700 (224) 2,476 Patents 8.8 22,690 (5,975) 16,715 Supply agreement 7.5 30,000 (571) 29,429 Acquired developed technology 9.9 806,371 (12,344) 794,027 Internally developed technology 2.5 1,229 (336) 893 Total finite-lived intangible assets 963,690 (20,411) 943,279 In-process research and development n/a 200,000 — 200,000 Internally developed technology in process n/a 271 — 271 Total intangible assets $ 1,163,961 $ (20,411) $ 1,143,550 As of December 31, 2020, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: (In thousands) 2021 $ 93,401 2022 93,196 2023 92,876 2024 92,422 2025 91,374 Thereafter 385,054 $ 848,323 The Company’s acquired intangible assets are being amortized on a straight-line basis over the estimated useful life. During the third quarter of 2020, the Company began discussions with Biocartis regarding the termination of its agreements with Biocartis related to the development of an in vitro diagnostic (“IVD”) version of the Oncotype DX Breast Recurrence Score ® test. As a result, and in connection with the preparation of the financial statements included in the Company's Form 10-Q for the period ended September 30, 2020, the Company recorded a non-cash, pre-tax impairment loss of $200.0 million related to the in-process research and development intangible asset that was initially recorded as part of the combination with Genomic Health. The impairment is recorded in intangible asset impairment charge in the consolidated statement of operations for the year ended December 31, 2020. The agreements with Biocartis were terminated in November 2020. During the third quarter of 2020, the Company abandoned certain research and development assets acquired through an asset purchase agreement with Armune Biosciences, Inc. in 2017. These assets were expected to complement the Company’s product pipeline and were expected to have alternative future uses at the time of acquisition; however, due to changes in strategic priorities and efforts during the third quarter of 2020, these assets are no longer expected to be utilized to advance the Company’s product pipeline. As a result, the Company wrote-off the gross cost basis of the intangible asset of $12.2 million and accumulated amortization of $2.5 million. This write-off resulted in a non-cash, pre-tax impairment loss of $9.7 million, which is recorded in intangible asset impairment charge in the consolidated statement of operations for the year ended December 31, 2020. There were no impairment losses for the years ended December 31, 2019 and 2018. Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 is as follows: (In thousands) Balance, January 1, 2019 (1) $ 17,279 Genomic Health acquisition 1,185,918 Balance, December 31, 2019 1,203,197 Paradigm & Viomics acquisition 30,431 Genomic Health acquisition adjustment (2) 4,044 Balance, December 31, 2020 $ 1,237,672 _________________________________ (1) The beginning balance represents the goodwill acquired from the acquisitions of Sampleminded, Inc. in 2017 and Biomatrica, Inc. in 2018 totaling $2.0 million and $15.3 million, respectively. (2) The Company recognized a measurement period adjustment to goodwill related to an increase in Genomic Health's pre-acquisition deferred tax liability due to finalization of certain income-tax related items. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The three levels of the fair value hierarchy established are as follows: Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available. The following table presents the Company’s fair value measurements as of December 31, 2020 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair value at December 31, 2020 Quoted Prices Significant Significant Cash, cash equivalents, and restricted cash Cash and money market $ 901,294 $ 901,294 $ — $ — U.S. government agency securities 589,994 — 589,994 — Restricted cash 306 306 — — Marketable securities Corporate bonds 132,913 — 132,913 — U.S. government agency securities 207,171 — 207,171 — Asset backed securities 7,094 — 7,094 — Equity securities 1,521 1,521 — — Liabilities Contingent consideration (2,477) — — (2,477) Total $ 1,837,816 $ 903,121 $ 937,172 $ (2,477) The following table presents the Company’s fair value measurements as of December 31, 2019 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at December 31, 2019 Quoted Prices Significant Significant Cash and cash equivalents Cash and money market $ 146,932 $ 146,932 $ — $ — U.S. government agency securities 30,322 — 30,322 — Restricted cash 274 274 — — Marketable securities Corporate bonds 4,003 — 4,003 — U.S. government agency securities 140,682 — 140,682 — Equity securities 1,716 1,716 — — Liabilities Contingent consideration (2,879) — — (2,879) Total $ 321,050 $ 148,922 $ 175,007 $ (2,879) There have been no changes in valuation techniques or transfers between fair value measurement levels during the years ended December 31, 2020 and 2019. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors. The Company's marketable equity security investment in Biocartis is classified as a Level 1 instrument. See Note 11 for additional information on Biocartis. Contingent Consideration In connection with the Biomatrica acquisition, a contingent earn-out liability was created to account for an additional $20.0 million in contingent consideration that could be earned based upon certain revenue milestones being met. The following table provides a roll-forward of the fair values of the contingent consideration, which includes Level 3 measurements: (In thousands) Contingent consideration Balance, January 1, 2020 $ (2,879) Changes in fair value 325 Payments 77 Balance, December 31, 2020 $ (2,477) As of December 31, 2020, the fair value of the contingent earn-out liability is classified as a component of other long-term liabilities in the Company’s consolidated balance sheet. This fair value measurement of contingent consideration related to the Biomatrica acquisition was categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The Company evaluates the fair value of expected contingent consideration and the corresponding liability each annual reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected Biomatrica Acquisition earn-out liability. The Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. Probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, and the overall business. Non-Marketable Equity Investments The Company has non-marketable equity investments which are initially recorded at the estimated fair value based on observable transactions. The Company has concluded it is not a primary beneficiary with regards to these investments and does not have the ability to exercise significant influence over the investees and thus has not consolidated the investees pursuant to the requirements of ASC 810, Consolidation. The Company will continue to assess its investments and future commitments to the investees and to the extent its relationship with the investees change and whether such change may require consolidation of the investees in future periods. The Company remeasures the fair value only when an observable transaction occurs during the period that would suggest a change in the carrying value of the investment. As of December 31, 2020 and 2019, the Company had non-marketable equity investments of $29.1 million and $11.8 million, respectively, which are classified as a component of other long-term assets in the Company’s consolidated balance sheets. As of December 31, 2020, the balance primarily consists of the Company’s preferred stock investments in 18,258,838 shares of Epic Sciences, Inc. ("Epic Sciences") and 5,025,764 shares of Thrive Earlier Detection Corp. (“Thrive”) of $10.8 million and $12.5 million, respectively. As of December 31, 2019, the balance consists of the Company’s preferred stock investments in Epic Sciences and Thrive Earlier Detection Corp. (“Thrive”) of $10.8 million and $1.0 million, respectively. The Company purchased 4.0 million shares of Series B Preferred Stock of Thrive for $10.0 million in July 2020. The Company previously held a $1.0 million investment in the Series A Preferred Stock of Thrive, which does not have a readily determinable fair value and therefore, the Company elected the measurement alternative. The rights and obligations of the Series B Preferred Stock are generally the same as the Series A Preferred Stock previously held indicating that the transactions are identical or similar investments. As a result, the Company recorded an unrealized gain of $1.5 million during the year ended December 31, 2020 in investment income, net on the Company’s consolidated statement of operations to revalue the Company’s initial investment to the value of the Series B Preferred Stock, which was the most recent observable transaction. As discussed in Note 22 below, the Company acquired Thrive in January 2021. There have been no other observable transactions during the years ended December 31, 2020 and 2019. Derivative Financial Instruments As of December 31, 2020 and 2019, the Company had open foreign currency forward contracts with notional amounts of $22.4 million and $17.9 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the foreign currency forward contracts was zero at December 31, 2020 and 2019, and there were no gains or losses recorded for the years ended December 31, 2020 and 2019. Fair Value of Long-Term Debt and Convertible Notes The Company measures the fair value of its convertible notes and long-term debt for disclosure purposes. The following table summarizes the Company’s outstanding convertible notes and long-term debt: December 31, 2020 December 31, 2019 (In thousands) Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 2028 Convertible notes (2) $ 806,587 $ 1,526,625 $ — $ — 2027 Convertible notes (2) 514,173 992,306 483,909 843,741 2025 Convertible notes (2) 255,464 601,744 319,696 592,482 Construction loan (3) 23,661 23,661 24,866 24,866 _________________________________ (1) The carrying amounts presented are net of debt discounts and debt issuance costs. See Note 9 and Note 10 of the consolidated financial statements for further information. (2) The fair values are based on observable market prices for this debt, which is traded in active markets and therefore is classified as a Level 2 fair value measurement. A portion of the 2025 convertible notes were settled in 2019 resulting in a decrease in the liability. (3) The carrying amount of the construction loan approximates fair value due to the short-term nature of this instrument. The construction loan is privately held with no public market for this debt and therefore is classified as a Level 3 fair value measurement. The change in the fair value was due to payments made on the loan resulting in a decrease in the liability. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities at December 31, 2020 and 2019 consisted of the following: December 31, (In thousands) 2020 2019 Compensation $ 117,273 $ 95,166 Pfizer Promotion Agreement related costs 46,937 33,230 Professional fees 36,113 29,108 Other 20,735 13,976 Assets under construction 2,118 10,720 Research and trial related expenses 5,911 8,368 Licenses 4,517 2,761 $ 233,604 $ 193,329 |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Construction Loan Agreement During December 2017, the Company entered into a loan agreement with Fifth Third Bank (formerly MB Financial Bank, N.A.) (the “Construction Loan Agreement”), which provides the Company with a non-revolving construction loan (the “Construction Loan”) of $25.6 million. The Company is using the Construction Loan proceeds to finance the construction of an additional clinical laboratory and related facilities in Madison, Wisconsin. The Construction Loan is collateralized by the additional clinical laboratory and related facilities. Pursuant to the Construction Loan Agreement, funds drawn will bear interest at a rate equal to the sum of the 1-month LIBOR rate plus 2.25 percent. Regular monthly payments are interest-only for the first 24 months, with further payments based on a 20-year amortization schedule. Amounts borrowed pursuant to the Construction Loan Agreement may be prepaid at any time without penalty. The maturity date of the Construction Loan Agreement is December 10, 2022. In November 2017, Fifth Third Bank, on behalf of the Company, issued an Irrevocable Standby Letter of Credit in the amount of $0.6 million in favor of the City of Madison, Wisconsin (the “City Letter of Credit”). The City Letter of Credit is deemed to have been issued pursuant to the Construction Loan Agreement. The amount of the City Letter of Credit will reduce, dollar for dollar, the amount available for borrowing under the Construction Loan Agreement. As a condition to Fifth Third’s initial advance of loan proceeds under the Construction Loan Agreement, the Company was required to first invest at least $16.4 million of its own cash into the construction project. The Company fulfilled its required initial investment and made its first draw on the Construction Loan in June 2018. In December 2019, the Company began making monthly payments towards the outstanding principal balance plus accrued interest. As of December 31, 2020 and 2019, the outstanding balance was $23.8 million and $25.0 million, respectively, from the Construction Loan, including $0.7 million of interest incurred, which is accrued for as an interest reserve and represents a portion of the loan balance. The Company capitalized the $0.7 million of interest to the construction project. The Company incurred approximately $0.2 million of debt issuance costs related to the Construction Loan, which are recorded as a direct deduction from the liability. The debt issuance costs are being amortized over the life of the Construction Loan. The Construction Loan Agreement was amended effective June 30, 2020 to include a financial covenant to maintain a minimum liquidity of $250.0 million and remove the minimum tangible net worth covenant. As of December 31, 2020, the Company is in compliance with the covenant included in the amended agreement. The table below represents the future principal obligations as of December 31, 2020. Amounts included in the table are in thousands: Year ending December 31 2021 $ 1,319 2022 22,431 Total $ 23,750 Tax Increment Financing Loan Agreements The Company entered into two separate Tax Increment Financing Loan Agreements (“TIFs”) in February 2019 and June 2019 with the City of Madison, Wisconsin. The TIFs provide for $4.6 million of financing in the aggregate. In return for the loans, the Company is obligated to create and maintain 500 full-time jobs over a five-year period, starting on the date of occupancy of the buildings constructed. In the event that the job creation goals are not met, the Company would be required to pay a penalty. The Company records the earned financial incentives as the full-time equivalent positions are filled. The amount earned is recorded as a liability and amortized as a reduction of operating expenses over a two-year period, which is the timeframe when the TIFs will be repaid through property taxes. |
CONVERTIBLE DEBT
CONVERTIBLE DEBT | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE DEBT | |
CONVERTIBLE DEBT | CONVERTIBLE NOTES Convertible note obligations included in the consolidated balance sheets consisted of the following: December 31, (In thousands) Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) 2020 2019 2028 Convertible notes 0.375 % 5.2 % $ 790,608 $ 1,150,000 $ — 2027 Convertible notes 0.375 % 6.3 % 472,501 747,500 747,500 2025 Convertible notes 1.000 % 6.0 % 227,103 315,049 415,049 Total Convertible notes 2,212,549 1,162,549 Less: Debt discount (2) (608,685) (342,463) Less: Debt issuance costs (3) (27,640) (16,481) Net convertible debt including current maturities 1,576,224 803,605 Less: Current maturities (4) (255,464) — Net long-term convertible debt $ 1,320,760 $ 803,605 _________________________________ (1) As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were separated into a liability component and an equity component. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. A portion of the 2025 Convertible Notes have been extinguished or converted. The fair value of the liability component at issuance reflected above represents the liability value at issuance for the applicable portion of the 2025 Notes which remain outstanding at December 31, 2020. The fair value of the liability component of the 2025 Notes at issuance was $654.8 million with the equity component being $267.9 million. (2) The unamortized discount consists of the following: December 31, (In thousands) 2020 2019 2028 Convertible notes $ 328,372 $ — 2027 Convertible notes 224,517 253,340 2025 Convertible notes 55,796 89,123 Total unamortized discount $ 608,685 $ 342,463 (3) Debt issuance costs consist of the following: December 31, (In thousands) 2020 2019 2028 Convertible notes $ 15,041 $ — 2027 Convertible notes 8,810 10,251 2025 Convertible notes 3,789 6,230 Total debt issuance costs $ 27,640 $ 16,481 (4) Based on the share price on trading days leading up to December 31, 2020, holders of the 2025 Convertible Notes will have the right to convert their debentures beginning on January 1, 2021. As a result, the 2025 Convertible Notes are included within convertible notes, net, current portion on the consolidated balance sheet. As of December 31, 2019, the 2025 Convertible Notes were not convertible and included within long-term convertible notes, net on the consolidated balance sheet. Issuances and Settlements In January 2018, the Company issued and sold $690.0 million in aggregate principal amount of 1.0% Convertible Notes (the “January 2025 Notes”) with a maturity date of January 15, 2025. The January 2025 Notes accrue interest at a fixed rate of 1.0% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018. The net proceeds from the issuance of the January 2025 Notes were approximately $671.1 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company. In June 2018, the Company issued and sold an additional $218.5 million in aggregate principal amount of 1.0% Convertible Notes (the “June 2025 Notes”). The June 2025 Notes were issued under the same indenture pursuant to which the Company previously issued the January 2025 Notes (the “Indenture”). The January 2025 Notes and the June 2025 Notes (collectively, the “2025 Notes”) have identical terms (including the same January 15, 2025 maturity date) and will be treated as a single series of securities. The net proceeds from the issuance of the June 2025 Notes were approximately $225.3 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company. In March 2019, the Company issued and sold $747.5 million in aggregate principal amount of 0.375% Convertible Notes (the “2027 Notes”) with a maturity date of March 15, 2027. The 2027 Notes accrue interest at a fixed rate of 0.375% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. The net proceeds from the issuance of the 2027 Notes were approximately $729.5 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company. The Company utilized a portion of the proceeds from the issuance of the 2027 Notes to settle a portion of the 2025 Notes in privately negotiated transactions. In March 2019, the Company used cash of $494.1 million and an aggregate of 2.2 million shares of the Company’s common stock valued at $182.4 million for total consideration of $676.5 million to settle $493.4 million of the 2025 Notes, of which $375.0 million was allocated to the liability component, $300.8 million was allocated to the equity component, and $0.7 million was used to pay off interest accrued on the 2025 Notes. The consideration transferred was allocated to the liability and equity components of the 2025 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $10.6 million, which is recorded in interest expense in the Company’s consolidated statement of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of repurchase. In February 2020, the Company issued and sold $1.15 billion in aggregate principal amount of 0.375% Convertible Notes (the “2028 Notes” and, collectively with the 2025 Notes and the 2027 Notes, the “Notes”) with a maturity date of March 1, 2028. The 2028 Notes accrue interest at a fixed rate of 0.375% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The net proceeds from the issuance of the 2028 Notes were approximately $1.13 billion, after deducting underwriting discounts and commissions and the offering expenses payable by the Company. In February 2020, the Company used $150.1 million of the proceeds from the issuance of the 2028 Notes to settle $100.0 million of the 2025 Notes, of which $85.5 million was allocated to the liability component, $64.2 million, net of a tax impact of $0.3 million, was allocated to the equity component, and $0.1 million was used to pay off interest accrued on the 2025 Notes. The consideration transferred was allocated to the liability and equity components of the 2025 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $8.0 million, which is recorded in interest expense in the Company’s consolidated statement of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of repurchase. Summary of Conversion Features Until the six-months immediately preceding the maturity date of the applicable series of Notes, each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indenture. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert such Notes at any time. It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, and 8.21 shares of common stock per $1,000 principal amount for the 2025 Notes,2027 Notes, and 2028 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, and $121.84 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, and 2028 Notes, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indenture), will, under certain circumstances, be entitled to an increase in the conversion rate. If the Company undergoes a “fundamental change” (as defined in the Indenture), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest. As of December 31, 2020, the 2025 Notes are classified as current on the Company's consolidated balance sheet. The holders of the 2025 Notes will have the right to convert their debentures beginning on January 1, 2021 based on the share price on trading days leading up to December 31, 2020. As of December 31, 2020, the 2027 and 2028 Notes are classified as long-term on the Company's consolidated balance sheet as the holders do not have the right to convert. During 2019, the holders of the 2025 Notes had the right to convert their debentures between July 1, 2019 and December 31, 2019, and 55 notes were converted during the period, which were settled through the issuance of common shares equivalent to the conversion rate with any fractional shares settled in cash. The 2025 Notes no longer met any of the conversion features as of December 31, 2019. The future convertibility and resulting balance sheet classification of this liability will be monitored at each quarterly reporting date and will be analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. In the event that the holders of the Notes have the election to convert the Notes at any time during the prescribed measurement period, the Notes would then be considered a current obligation and classified as such. Based on the closing price of our common stock of $132.49 on December 31, 2020, the if-converted values on our 2025, 2027, and 2028 Notes exceed the principal amount by $238.3 million, $139.4 million, and $100.5 million, respectively. Ranking of Convertible Notes The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (ii) are effectively junior to all of our existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iii) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries. The Company allocates total transaction costs of the Notes to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity. The following table summarizes the original transaction costs at the time of issuance for each set of Notes and the respective allocation to the liability and equity components: (In thousands) January 2025 Notes June 2025 Notes 2027 Notes 2028 Notes Transaction costs allocated to liability component $ 13,569 $ 5,052 $ 11,395 $ 16,811 Transaction costs allocated to equity component 5,340 2,311 6,632 7,642 Total transaction costs $ 18,909 $ 7,363 $ 18,027 $ 24,453 The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company. Interest expense includes the following: Year Ended December 31, (In thousands) 2020 2019 2018 Debt issuance costs amortization $ 4,207 $ 2,661 $ 2,273 Debt discount amortization 72,272 39,595 26,291 Loss on settlement of convertible notes 7,954 10,558 — Coupon interest expense 9,631 7,325 7,823 Total interest expense on convertible notes 94,064 60,139 36,387 Other interest expense 1,919 1,460 402 Total interest expense $ 95,983 $ 61,599 $ 36,789 |
LICENSE AND COLLABORATION AGREE
LICENSE AND COLLABORATION AGREEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
LICENSE AGREEMENTS [Abstract] | |
LICENSE AND COLLABORATION AGREEMENTS | LICENSE AND COLLABORATION AGREEMENTS The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay royalties based on net revenues received using the technologies and may require minimum royalty amounts or maintenance fees. Mayo In June 2009, the Company entered into a license agreement with Mayo Foundation for Medical Education and Research (“Mayo”). The Company’s license agreement with Mayo was most recently amended in September 2020. Under the license agreement, Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition. The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property. Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement. The January 2016 amendment to the Mayo license agreement established various low-single-digit royalty rates on net sales of current and future products and clarified how net sales will be calculated. As part of the January 2016 and October 2017 amendments, the royalty rate on the Company's net sales of the Cologuard test increased but the rate remains a low-single-digit percentage of net sales. In addition to the royalties described above, the Company is required to pay Mayo cash of $0.2 million, $0.8 million and $2.0 million upon each product using the licensed Mayo intellectual property reaching $5.0 million, $20.0 million and $50.0 million in cumulative net sales, respectively. As part of the most recent amendment, the Company agreed to pay Mayo an additional $6.3 million, payable in five annual installments, through 2024. The Company paid Mayo the first annual installment of $1.3 million in the third quarter of 2020 and will make subsequent annual payments in the first quarter of the year beginning in January 2021. The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2038 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement. In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In September 2020, Mayo also agreed to make available certain personnel to provide such assistance through January 2025. In connection with this collaboration, the Company incurred charges of $3.9 million, $4.8 million, and $4.5 million for the years ended December 31, 2020, 2019, and 2018, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company's consolidated statements of operations. Hologic In October 2009, the Company entered into a technology license agreement with Hologic, Inc. (“Hologic”). Under the license agreement, Hologic granted the Company an exclusive, worldwide license within the field of human stool based colorectal cancer and pre-cancer detection or identification with regard to certain Hologic patents, patent applications and improvements, including Hologic’s Invader detection chemistry (the “Covered Hologic IP”). The license agreement also provided the Company with non-exclusive, worldwide licenses to the Covered Hologic IP within a field covering clinical diagnostic purposes relating to colorectal cancer (including cancer diagnosis, treatment, monitoring or staging) and the field of detection or identification of colorectal cancer and pre-cancers through means other than human stool samples. In December 2012, the Company entered into an amendment to this license agreement with Hologic pursuant to which Hologic granted the Company a non-exclusive worldwide license to the Covered Hologic IP within the field of any disease or condition within, related to or affecting the gastrointestinal tract and/or appended mucosal surfaces. The Company is required to pay Hologic a low single-digit royalty on the Company’s net sales of products using the Covered Hologic IP. Epic Sciences In June 2016, Genomic Health (now a wholly-owned subsidiary of the Company) entered into a collaboration agreement with Epic Sciences, which was superseded and replaced in March 2019 by a license agreement and laboratory services agreement with Epic Sciences, under which Genomic Health was granted exclusive distribution rights to commercialize Epic Sciences’ AR-V7 Nucleus Detect ® test in the United States, which is marketed as Oncotype DX AR-V7 Nucleus Detect ® . The Company has primary responsibility, in accordance with applicable laws and regulations, for marketing and promoting the test, order fulfillment, billing and collections of receivables, claims appeals, customer support, and providing and maintaining order management systems for the test. Epic Sciences is responsible for performing all tests, performing studies including analytic and clinical validation studies, and seeking Medicare coverage and a Medicare payment rate from the CMS for the test. The license and laboratory service agreement has a term of 10 years from June 2016, unless terminated earlier under certain circumstances. The Oncotype DX AR-V7 Nucleus Detect test became commercially available in February 2018. The Company recognizes revenues for the test performed under this arrangement and Epic Sciences receives a fee per test performed that represents the fair market value for the testing services they perform. Biocartis In September 2017, Genomic Health entered into an exclusive license and development agreement with Biocartis, a molecular diagnostics company based in Belgium, to develop and commercialize an IVD version of the Oncotype DX Breast Recurrence Score test on the Biocartis Idylla platform. Under the terms of the license and development agreement, the Company had an exclusive, worldwide, royalty-bearing license to develop and commercialize an IVD version of the Oncotype DX Breast Recurrence Score test on the Biocartis Idylla platform, and certain options to expand the collaboration . Pursuant to the license and development agreement, Genomic Health recorded a one-time upfront license and option fee of $3.2 million. In December 2017, Genomic Health purchased 270,000 ordinary shares of Biocartis, a public company listed on the Euronext exchange, for a total cost of $4.0 million. This investment was subject to a lock-up agreement that expired in December 2018. The investment has been recognized at fair value, which the Company estimated to be $1.5 million as of December 31, 2020 and is included in marketable securities on the Company's consolidated balance sheet. In October 2020, the Company and Biocartis agreed to terminate all agreements between them with a mutual release. As part of the termination, the Company made a payment of $12.0 million and returned certain equipment to Biocartis. The remaining net book value of the equipment was previously written off when it was determined that the agreement with Biocartis would be terminated. The termination payment and equipment write-off are both recorded in general and administrative expenses on the Company's consolidated statement of operations. Ludwig Institute for Cancer Research Ltd ("Ludwig") Through the acquisition of Base Genomics Limited ("Base"), the Company acquired a worldwide exclusive license agreement with Ludwig for use of patents and know-how. The license is designed to leverage technology related to DNA methylation detection and bisulfite sequencing for product research, development and commercialization. The agreement terms include low single-digit sales-based royalties on the Company’s net sales of products using the technology. The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the tenth anniversary of the first commercial sale. |
PFIZER PROMOTION AGREEMENT
PFIZER PROMOTION AGREEMENT | 12 Months Ended |
Dec. 31, 2020 | |
PFIZER PROMOTION AGREEMENT | |
PFIZER PROMOTION AGREEMENT | PFIZER PROMOTION AGREEMENTIn August 2018, the Company entered into a Promotion Agreement (the “Original Promotion Agreement”) with Pfizer, Inc. (“Pfizer”), which was amended and restated in October 2020 (the "Restated Promotion Agreement"). The Restated Promotion Agreement extends the relationship between the Company and Pfizer and restructures the manner in which the Company compensates Pfizer for promotion of the Cologuard test through a service fee, and provision of certain other sales and marketing services related to the Cologuard test. The Restated Promotion Agreement also includes additional fixed and performance-related fees, some of which retroactively went into effect on April 1, 2020. All payments to Pfizer are recorded in sales and marketing in the Company's consolidated statements of operations. The Company incurred charges of $85.3 million, $68.9 million and $5.8 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the years ended December 31, 2020, 2019 and 2018, respectively. Under the Original Promotion Agreement, the service fee was calculated based on incremental gross profits over specified baselines during the term. The Company incurred charges of $68.5 million and $4.8 million for the service fee during the years ended December 31, 2019 and 2018, respectively. Under the Restated Promotion Agreement, the service fee was revised to a fee-for-service model, and includes certain fixed fees and performance-related bonuses. The Company incurred charges of $51.2 million for the service fee during the year ended December 31, 2020. The performance-related bonuses are contingent upon the achievement of certain annual performance criteria with any applicable expense being recognized ratably upon achievement of the payment becoming probable. During 2022, and contingent upon the achievement of certain Cologuard test revenue metrics during 2021, the Company will pay Pfizer a royalty based on a low single-digit royalty rate applied to actual 2022 Cologuard test revenues. The term of the Restated Promotion Agreement runs through December 31, 2022. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Amendment to Certificate of Incorporation In July 2020, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to its Sixth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 200 million to 400 million shares. The Certificate of Amendment was approved by the Company’s stockholders at the Company’s 2020 annual meeting in July 2020. Convertible Notes Settlement Stock Issuance In March 2019, the Company used cash of $494.1 million and an aggregate of 2.2 million shares of the Company’s common stock valued at $182.4 million for total consideration of $676.5 million to settle $493.4 million of the 2025 convertible notes. Refer to Note 10 for further discussion of this settlement transaction. Genomic Health Combination Stock Issuance In November 2019, the Company completed the combination with Genomic Health in a cash and stock transaction valued at $2.47 billion. Of the $2.47 billion purchase price, $1.41 billion was settled through the issuance of 17.0 million shares of common stock. The Company incurred $0.4 million in stock issuance costs as part of the transaction. Refer to Note 19 for further discussion of the consideration transferred as part of the combination with Genomic Health. Paradigm Diagnostics, Inc. ("Paradigm") and Viomics, Inc. ("Viomics") Acquisition Stock Issuance In March 2020, the Company completed the acquisitions of Paradigm and Viomics. The purchase price for these acquisitions consisted of cash and stock valued at $40.4 million. Of the $40.4 million purchase price, $32.2 million is expected to be settled through the issuance of 0.4 million shares of common stock. Of the $32.2 million that will be settled through the issuance of common stock, $28.8 million was issued as of December 31, 2020, and the remainder was withheld and may become issuable as additional merger consideration on June 3, 2021. Registered Direct Offering In October 2020, the Company entered into securities purchase agreements with a limited number of institutional investors for the registered direct offering of 8.6 million shares of common stock at a price of $101.00 per share. The Company received, in the aggregate, approximately $861.7 million of net proceeds from the offering, after deducting $7.5 million for the offering expenses and other stock issuance costs paid by the Company. Changes in Accumulated Other Comprehensive Income (Loss) The amount recognized in AOCI for the years ended December 31, 2020, 2019 and 2018 were as follows: (In thousands) Cumulative Unrealized Accumulated Balance, January 1, 2018 $ (61) $ (689) $ (750) Other comprehensive income (loss) before reclassifications 36 (1,025) (989) Amounts reclassified from accumulated other comprehensive loss — 317 317 Net current period change in accumulated other comprehensive income (loss) (1) 36 (708) (672) Balance at December 31, 2018 $ (25) $ (1,397) $ (1,422) Other comprehensive income (loss) before reclassifications — 681 681 Amounts reclassified from accumulated other comprehensive loss — 641 641 Net current period change in accumulated other comprehensive income (loss) (1) — 1,322 1,322 Balance at December 31, 2019 $ (25) $ (75) $ (100) Other comprehensive income (loss) before reclassifications — 771 771 Amounts reclassified from accumulated other comprehensive loss 25 — 25 Net current period change in accumulated other comprehensive income (loss) 25 771 796 Balance at Income tax expense related to items of other comprehensive income — (170) (170) Balance at December 31, 2020 $ — $ 526 $ 526 _________________________________ (1) There was no tax impact from the amounts recognized in AOCI for the years ended December 31, 2019 and 2018. Amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2020, 2019 and 2018 were as follows: Year Ended December 31, Details about AOCI Components (In thousands) Affected Line Item in the 2020 2019 2018 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income $ — $ 641 $ 317 Foreign currency adjustment General and administrative 25 — — Total reclassifications $ 25 $ 641 $ 317 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-Based Compensation Plans The Company maintains the following plans for which awards were granted from in 2020: the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, the 2010 Employee Stock Purchase Plan, and the 2016 Inducement Award Plan. The Company also maintained the 2000 Stock Option and Incentive Plan, of which the final options were exercised in 2020. These plans are collectively referred to as the “Stock Plans”. The Stock Plans are administered by the compensation committee of the Company’s board of directors. The plans for share-based equity awards provide that upon an acquisition of the Company, all equity will accelerate by a period of one year. In addition, upon the termination of an employee without cause or for good reason prior to the first anniversary of the completion of the acquisition, all equity awards then outstanding under the respective plan held by that employee will immediately vest. 2000 Stock Option and Incentive Plan. The Company adopted the 2000 Stock Option and Incentive Plan (the “2000 Option Plan”) on October 17, 2000 to grant share-based awards to employees, officers, directors, consultants and advisors. Awards granted under the 2000 Option Plan may include incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the compensation committee of the Company’s board of directors, subject to the provisions of the 2000 Option Plan. The 2000 Option Plan expired October 17, 2010 and after such date no further awards could be granted under the plan. Options granted under the 2000 Option Plan expire ten years from the date of grant. Grants made from the 2000 Option Plan generally vest over a period of three 2010 Omnibus Long-Term Incentive Plan. The Company adopted the 2010 Omnibus Long-Term Incentive Plan (the “2010 Stock Plan”) on July 16, 2010 to grant share-based awards to employees, officers, directors, consultants and advisors. Awards granted under the 2010 Stock Plan may include incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the compensation committee of the Company’s board of directors, subject to the provisions of the 2010 Stock Plan. The 2010 Stock Plan expired on July 16, 2020 and after such date no further awards may be granted under the plan. Options granted under the 2010 Stock Plan expire ten years from the date of grant. Grants made from the 2010 Stock Plan generally vest over a period of three 2019 Omnibus Long-Term Incentive Plan. The Company adopted the 2019 Omnibus Long-Term Incentive Plan (the “2019 Stock Plan”) on July 25, 2019 to grant share-based awards to employees, officers, directors, consultants and advisors. Awards granted under the 2019 Stock Plan may include incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the compensation committee of the Company’s board of directors, subject to the provisions of the 2019 Stock Plan. The 2019 Stock Plan will expire on July 25, 2029 and after such date no further awards may be granted under the plan. Options granted under the 2019 Stock Plan expire ten years from the date of grant. Grants made from the 2019 Stock Plan generally vest over a period of three 2016 Inducement Award Plan. The Company adopted the 2016 Inducement Award Plan (the “2016 Inducement Plan”) on January 25, 2016 to grant share-based awards to employees who were not previously an employee of the Company or any of its Subsidiaries. Awards granted under the 2016 Inducement Plan may include grant incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the compensation committee of the Company’s board of directors, subject to the provisions of the 2016 Inducement Plan. The 2016 Inducement Plan expired on July 27, 2017, and after such date no further awards could be granted under the plan. Options granted under the 2016 Inducement Plan expire ten years from the date of grant. Grants made from the 2016 Inducement Plan generally vest over a period of three 2010 Employee Stock Purchase Plan. The 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”) was adopted by the Company on July 16, 2010 to provide participating employees the right to purchase shares of common stock at a discount through a series of offering periods. The 2010 Purchase Plan will expire on October 31, 2030. The Company’s stockholders approved amendments to the 2010 Employee Stock Purchase Plan to increase the number of shares available for purchase thereunder by 500,000 shares and 2,000,000 shares on July 24, 2014 and July 28, 2016, respectively. At December 31, 2020, there were 759,015 shares of common stock available for purchase by participating employees under the 2010 Purchase Plan. Generally, all employees whose customary employment is more than 20 hours per week and more than five months in any calendar year are eligible to participate in the 2010 Purchase Plan. Participating employees authorize an amount, between 1 percent and 15 percent of the employee’s compensation, to be deducted from the employee’s pay during the offering period. On the last day of the offering period, the employee is deemed to have exercised the employee’s option to purchase shares of Company common stock, at the option exercise price, to the extent of accumulated payroll deductions. Under the terms of the 2010 Purchase Plan, the option exercise price is an amount equal to 85 percent of the fair market value, as defined under the 2010 Purchase Plan, and no employee can purchase more than $25,000 of Company common stock under the 2010 Purchase Plan in any calendar year. Rights granted under the 2010 Purchase Plan terminate upon an employee’s voluntary withdrawal from the 2010 Purchase Plan at any time or upon termination of employment. At December 31, 2020, there were 2,040,985 cumulative shares issued under the 2010 Purchase Plan. Stock-Based Compensation Expense A summary of non-cash stock-based compensation expense by expense category included in the Company's consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, (In thousands) 2020 2019 2018 Cost of sales $ 12,852 $ 5,799 $ 3,531 Research and development 19,976 17,196 10,189 General and administrative 75,999 64,222 34,181 Sales and marketing 44,079 21,266 12,363 Total stock-based compensation $ 152,906 $ 108,483 $ 60,264 As of December 31, 2020, there was approximately $262.5 million of expected total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.63 years. In connection with the April 2018 transition of the Company’s former Chief Operating Officer, the Company accelerated the vesting of 69,950 shares under his previously unvested stock options and 54,350 shares under his previously unvested restricted stock units whereby such unvested stock options and unvested restricted stock units vest on December 31, 2018. It was determined that the continuing service to be provided by the Company’s Chief Operating Officer to the Company through December 31, 2018 was substantive and, as a result, the Company recognized the additional non-cash stock-based compensation expense for the modified awards evenly over the transition term of April 25, 2018 to December 31, 2018. During the year ended December 31, 2018, the Company recorded $3.9 million of non-cash stock-based compensation expense for the modified awards. In connection with the combination with Genomic Health, the Company accelerated the vesting of shares of previously unvested stock options and restricted stock units for employees with qualifying termination events. During the year ended December 31, 2020, the Company accelerated 83,593 shares of previously unvested stock options and 93,770 shares of previously unvested restricted stock units. During the year ended December 31, 2019, the Company accelerated 364,281 shares of previously unvested stock options and 70,138 shares of previously unvested restricted stock units. During the years ended December 31, 2020 and 2019, the Company recorded $9.7 million and $21.6 million, respectively, of non-cash stock-based compensation expense for the accelerated awards. Stock Options The Company determines the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing mode, which utilizes several key assumptions which are disclosed in the following table: Year Ended December 31 2020 2019 2018 Option Plan Shares Risk-free interest rates 1.26% - 1.47% 2.54% - 2.59% 2.73% - 2.79% Expected term (in years) 6.15 6.28 5.45 - 6.44 Expected volatility 65.67% - 65.71% 64.95% - 64.99% 61.82% - 66.17% Dividend yield 0% 0% 0% A summary of stock option activity under the Stock Plans is as follows: Options Shares Weighted Weighted Aggregate (Aggregate intrinsic value in thousands) Outstanding, January 1, 2020 2,700,293 $ 34.01 6.7 Granted 309,143 97.66 Exercised (707,013) 39.07 Forfeited (71,364) 82.76 Outstanding, December 31, 2020 2,231,059 $ 39.67 6.0 $ 207,090 Vested and expected to vest, December 31, 2020 2,231,059 $ 39.67 6.0 $ 207,090 Exercisable, December 31, 2020 1,399,721 $ 22.53 4.9 $ 153,912 _________________________________ (1) The weighted average grant date fair value of options granted during the years ended December 31, 2020, 2019, and 2018 was $58.57, $57.11, and $24.55. (2) The total intrinsic value of options exercised during the years ended December 31, 2020, 2019, and 2018 was $40.6 million, $52.0 million, and $53.0 million, respectively, determined as of the date of exercise. The Company received approximately $27.1 million, $8.8 million, and $6.6 million from stock option exercises during the years ended December 31, 2020, 2019 and 2018, respectively. Restricted Stock and Restricted Stock Units The fair value of restricted stock and restricted stock units is determined on the date of grant using the closing stock price on that day. A summary of restricted stock and restricted stock unit activity is as follows: Restricted Weighted Outstanding, January 1, 2020 3,800,722 $ 58.68 Granted 2,236,535 92.55 Released (1) (1,731,631) 50.67 Forfeited (337,412) 81.36 Outstanding, December 31, 2020 3,968,214 $ 79.38 _________________________________ (1) The fair value of restricted stock units vested and converted to shares of the Company's common stock was $152.4 million, $173.8 million, and $63.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. (2) The weighted average grant date fair value of the restricted stock units granted during the years ended December 31, 2019 and 2018 was $93.20, and $50.45, respectively. Performance Share Units The Company issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones. In June 2020 and December 2020, the Company modified certain of the operational milestones and financial performance targets, respectively, within the outstanding performance-based equity awards, which were not deemed to have an impact on vesting and no incremental stock-based compensation expense was recorded for the year ended December 31, 2020. This modification impacted awards held by 36 employees. A summary of performance share unit activity is as follows: Performance Share Units (2) Weighted Outstanding, December 31, 2019 583,283 $ 93.40 Granted 35,232 90.17 Released (1) — — Forfeited — — Outstanding, December 31, 2020 618,515 $ 93.22 _________________________________ (1) The fair value of performance share units vested and converted to shares of the Company's common stock was $183.8 million for the year ended December 31, 2019. There were no performance share units vested and converted to shares of the Company's common stock during the years ended December 31, 2020 and 2018. (2) Participants may ultimately earn between zero and 200% of the target number of performance share units granted based on the degree of achievement of the performance criteria. The performance share units listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of December 31, 2020 was 158,958. (3) The weighted average grant date fair value of the performance share units granted during the years ended December 31, 2019 was $93.40. There were no performance share units granted during the year ended December 31, 2018. Employee Stock Purchase Plan ("ESPP") A summary of ESPP activity is as follows: Year Ended December 31, (in thousands, except share and per share amounts) 2020 2019 2018 Shares issued under the 2010 Purchase Plan 301,064 176,458 346,609 Cash received under the 2010 Purchase Plan $ 18,355 $ 8,396 $ 4,895 Weighted average fair value per share of stock purchase rights granted during the period $ 32.57 $ 29.21 $ 20.47 The 301,064 shares issued during the year ended December 31, 2020 were as follows: Offering period ended Number of Shares Weighted Average price per Share April 30, 2020 167,921 $ 57.95 November 2, 2020 133,143 $ 64.35 The fair value of ESPP shares is based on the assumptions in the following table: Year Ended December 31, 2020 2019 2018 ESPP Shares Risk-free interest rates 0.11% - 0.2% 1.6% - 2.4% 2.1% - 2.8% Expected term (in years) 0.5 - 2 0.4 - 2 0.5 - 2 Expected volatility 61.59% - 89.0% 43.2% - 57.6% 51.7% - 65.4% Dividend yield 0% 0% 0% Shares Reserved for Issuance The Company has reserved shares of its authorized common stock for issuance pursuant to its employee stock purchase and equity plans, including all outstanding stock option grants noted above at December 31, 2020, as follows: Shares reserved for issuance 2019 Stock Plan 11,898,737 2010 Purchase Plan 759,015 12,657,752 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases The components of lease expense were as follows: Year Ended December 31, (In thousands) 2020 2019 Finance lease cost Amortization of right-of-use assets $ 1,935 $ 27 Interest on lease liabilities 383 2 Operating lease cost 22,551 9,200 Short-term lease cost 356 219 Variable lease cost 2,703 896 Total Lease Cost $ 27,928 $ 10,344 Supplemental disclosure of cash flow information related to the Company's cash and non-cash activities with its leases are as follows: Year Ended December 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,531 $ 9,641 Operating cash flows from finance leases 381 1 Finance cash flows from finance leases 1,756 15 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 13,261 51,030 Right-of-use assets obtained in exchange for new finance lease liabilities 20,349 237 Weighted-average remaining lease term - operating leases (in years) 8.75 9.80 Weighted-average remaining lease term - finance leases (in years) 3.68 1.20 Weighted-average discount rate - operating leases 6.80 % 6.80 % Weighted-average discount rate - finance leases 5.67 % 5.60 % _________________________________ (1) For the year ended December 31, 2019, this includes right-of-use assets obtained from the initial adoption of ASC 842 of approximately $17.9 million. As of December 31, 2020 and 2019, the Company’s right-of-use assets from operating leases are $125.9 million and $126.4 million, respectively, which are reported in operating lease right-of-use assets in the Company’s consolidated balance sheet. As of December 31, 2020, the Company has outstanding lease obligations of $132.6 million, of which $11.5 million is reported in operating lease liabilities, current portion and $121.1 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheet. As of December 31, 2019, the Company had outstanding lease obligations of $126.6 million, of which $7.9 million is reported in operating lease liabilities, current portion and $118.7 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheet. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the U.S. Treasury rate and an indicative Moody’s rating for operating leases. As of December 31, 2020 and 2019, the Company’s right-of-use assets from finance leases are $20.6 million and $0.3 million, respectively, which are reported in other long-term assets, net in the Company’s consolidated balance sheets. As of December 31, 2020, the Company has outstanding finance lease obligations of $18.7 million, of which $4.7 million is reported in other current liabilities other long-term liabilities sheets. As of December 31, 2019, the Company had outstanding finance lease obligations of $0.2 million, of which $32,000 is reported in other current liabilities and $0.2 million is reported in other long-term liabilities in the Company’s consolidated balance sheets. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the U.S. Treasury rate and an indicative Moody’s rating for finance leases. Maturities of operating lease liabilities on an annual basis as of December 31, 2020 were as follows (amounts in thousands): (In thousands) 2021 $ 19,881 2022 19,596 2023 21,306 2024 21,257 2025 19,338 Thereafter 79,141 Total minimum lease payments 180,519 Imputed interest (47,961) Total $ 132,558 Maturities of finance lease liabilities on an annual basis as of December 31, 2020 were as follows (amounts in thousands): (In thousands) 2021 $ 5,674 2022 5,635 2023 5,525 2024 3,819 2025 53 Thereafter — Total minimum lease payments 20,706 Imputed interest (1,961) Total $ 18,745 The Company executed a lease agreement for a new facility in Redwood City, California in 2020 that will commence in February 2021. The Company anticipates to recognize $8.2 million for the operating lease right-of-use assets and $8.3 million for the operating lease liabilities in the consolidated balance sheet, respectively, upon commencement of the lease. Rent expense included in the accompanying consolidated statements of operations was approximately $3.6 million for the year ended December 31, 2018. Legal Matters The Company is currently responding to civil investigative demands initiated by the United States Department of Justice (“DOJ”) concerning (1) Genomic Health's compliance with the Medicare Date of Service billing regulations and (2) allegations that the Company offered or gave gift cards to patients in exchange for returning the Cologuard screening test, in violation of the Federal Anti-Kickback Statute and False Claims Act. The Company has been cooperating with these inquiries and has produced documents in response thereto. Adverse outcomes from these investigations could include the Company being required to pay treble damages, incur civil and criminal penalties, paying attorneys' fees, entering into a corporate integrity agreement, being excluded from participation in government healthcare programs, including Medicare and Medicaid, and other adverse actions that could materially and adversely affect the Company's business, financial condition and results of operation. See Note 19 for additional information on the Company's fair value determination of this pre-acquisition loss contingency related to the Genomic Health DOJ investigation. In connection with the Company's combination with Genomic Health, on June 22, 2020, Suzanne Flannery, a purported former stockholder of Genomic Health, filed a Verified Individual and Class Action Complaint in the Delaware Court of Chancery, captioned Flannery v. Genomic Health, Inc., et al., C.A. No. 2020-0492. Flannery amended her complaint on November 23, 2020. The amended complaint asserts individual and class action claims, including: (i) a violation of 8 Del. C. § 203 by Genomic Health, Exact Sciences and a purported controlling group of former Genomic Health stockholders; (ii) conversion by Genomic Health, Exact Sciences and Spring Acquisition Corp.; (iii) breach of fiduciary duty by Genomic Health's former directors; (iv) breach of fiduciary duty by the purported controlling group; and (v) aiding and abetting breach of fiduciary duty against Exact Sciences, Spring Acquisition and Goldman Sachs & Co. LLC, Genomic Health's financial advisor in the combination. The amended complaint seeks, among other things, declaratory relief, unspecified monetary damages and attorneys' fees and costs. All defendants moved to dismiss the amended complaint. These investigations are still in process and the scope and outcome of the investigations is not determinable at this time. There can be no assurance that any settlement, resolution, or other outcome of these matters during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial position. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | EMPLOYEE BENEFIT PLAN The Company maintains a qualified 401(k) retirement savings plan for Exact Sciences employees (the "401(k) Plan"). After the combination with Genomic Health in 2019, the Company maintained a plan for legacy Genomic Health employees (the "Genomic Health Plan") up until the Genomic Health Plan was merged into the 401(k) Plan effective April 3, 2020. Under the terms of the 401(k) Plan, participants may elect to defer a portion of their compensation into the 401(k) Plan, subject to certain limitations. Company matching contributions may be made at the discretion of the Board of Directors. The Company’s Board of Directors approved 401(k) Plan matching contributions for the years ended December 31, 2020, 2019 and 2018 in the form of Company common stock equal to 100 percent up to 6 percent of the participant’s eligible compensation for that year. The Company recorded compensation expense of approximately $22.8 million, $12.5 million, and $7.4 million, respectively, in the statements of operations for the years ended December 31, 2020, 2019 and 2018. |
NEW MARKET TAX CREDIT
NEW MARKET TAX CREDIT | 12 Months Ended |
Dec. 31, 2020 | |
NEW MARKET TAX CREDIT | |
NEW MARKET TAX CREDIT | NEW MARKET TAX CREDIT During the fourth quarter of 2014, the Company received approximately $2.4 million in net proceeds from financing agreements related to working capital and capital improvements at one of its Madison, Wisconsin facilities. This financing arrangement was structured with an unrelated third-party financial institution (the “Investor”), an investment fund, and its majority owned community development entity in connection with the Company’s participation in transactions qualified under the federal New Markets Tax Credit (“NMTC”) program, pursuant to Section 45D of the Internal Revenue Code of 1986, as amended. The Company is required to be in compliance through December 2021 with various regulations and contractual provisions that apply to the NMTC arrangement. Noncompliance with applicable requirements could result in the Investor’s projected tax benefits not being realized and, therefore, require the Company to indemnify the Investor for any loss or recapture of NMTC related to the financing until such time as the recapture provisions have expired under the applicable statute of limitations. The Company does not anticipate any credit recapture will be required in connection with this financing arrangement. The Investor and its majority owned community development entity are considered Variable Interest Entities (“VIEs”) and the Company is the primary beneficiary of the VIEs. This conclusion was reached based on the following: • the ongoing activities of the VIEs—collecting and remitting interest and fees and NMTC compliance—were all considered in the initial design and are not expected to significantly affect performance throughout the life of the VIE; • contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide various other guarantees to the Investor and community development entity; • the Investor lacks a material interest in the underlying economics of the project; and • the Company is obligated to absorb losses of the VIEs. Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial statements. There are no other assets, liabilities or transactions in these VIEs outside of the financing transactions executed as part of the NMTC arrangement. |
WISCONSIN ECONOMIC DEVELOPMENT
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | 12 Months Ended |
Dec. 31, 2020 | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS. | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS During the first quarter of 2015, the Company entered into an agreement with the Wisconsin Economic Development Corporation (“WEDC”) to earn $9.0 million in refundable tax credits on the condition that the Company expends $26.3 million in capital investments and establishes and maintains 758 full-time positions over a seven-year period. The tax credits earned are first applied against the tax liability otherwise due, and if there is no such liability present, the claim for tax credits will be reimbursed in cash to the Company. The maximum amount of the refundable tax credit to be earned for each year is fixed, and the Company earns the credits by meeting certain capital investment and job creation thresholds over the seven-year period. Should the Company earn and receive the job creation tax credits but not maintain those full-time positions through the end of the agreement, the Company may be required to pay those credits back to the WEDC. The Company records the earned tax credits as job creation and capital investments occur. The amount of tax credits earned is recorded as a liability and amortized as a reduction of operating expenses over the expected period of benefit. The tax credits earned from capital investment are recognized as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation are recognized as an offset to operational expenses over the life of the agreement, as the Company is required to maintain the minimum level of full-time positions through the seven-year period. As of December 31, 2020, the Company has earned all $9.0 million of the refundable tax credits and has received payment of $5.9 million from the WEDC. The unpaid portion is $3.1 million, of which $1.6 million is reported in prepaid expenses and other current assets and $1.5 million is reported in other long-term assets, reflecting when collection of the refundable tax credits is expected to occur. As of December 31, 2020, the corresponding liability, which reflected when the expected benefit of the tax credit amortization would reduce future operating expenses, has been fully amortized and has a balance of zero. During the years ended December 31, 2020, 2019 and 2018, the Company amortized $2.2 million, $2.4 million, and $2.2 million, respectively, of the tax credits earned as a reduction of operating expenses. |
BUSINESS COMBINATIONS & ASSET A
BUSINESS COMBINATIONS & ASSET ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS | BUSINESS COMBINATIONS AND ASSET ACQUISITIONS Business Combinations Paradigm Diagnostics, Inc. and Viomics, Inc. On March 3, 2020, the Company acquired all of the outstanding capital stock of Paradigm and Viomics, two related party companies of one another headquartered in Phoenix, Arizona, in transactions that are deemed to be a single business combination in accordance with ASC 805, Business Combinations, (“the Paradigm Acquisition”). Paradigm provides comprehensive genomic-based profiling tests that assist in the diagnosis and therapy recommendations for late-stage cancer. Viomics provides a platform for identification of biomarkers. The Company entered into this acquisition to enhance its product portfolio in cancer diagnostics and to enhance its capabilities for biomarker identification. The acquisition date fair value of the consideration to be transferred for Paradigm and Viomics was $40.4 million, which consists of $32.2 million payable in shares of the Company’s common stock and $8.2 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.8 million was issued as of December 31, 2020, and the remaining $3.4 million, which was withheld and may become payable as additional merger consideration, is included in other current liabilities in the consolidated balance sheet as of December 31, 2020. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Preliminary Allocation Measurement Period Preliminary Allocation Net operating assets $ 6,133 $ (760) $ 5,373 Goodwill 29,695 736 30,431 Developed technology 7,800 — 7,800 Net operating liabilities (3,123) (80) (3,203) Total purchase price $ 40,505 $ (104) $ 40,401 The measurement period adjustments primarily relate to accounts receivable valuation and working capital adjustments. The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, weighted average cost of capital and tax rate. Developed technology represents purchased technology that had reached technological feasibility and for which development had been completed as of the acquisition date. Fair value was determined using future discounted cash flows related to the projected income stream of the developed technology for a discrete projection period. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 15 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the assembled workforce, and expected synergies. The total goodwill related to this acquisition is not deductible for tax purposes. The Company agreed to issue to the previous investors in Viomics equity interests with an acquisition-date fair value of up to $8.4 million in Viomics, vesting over 4 years based on certain retention arrangements. Payment is contingent upon continued employment with the Company over the four year vesting period and is recognized as stock-based compensation expense in general and administrative expense in the consolidated statement of operations. The partial year results from the operations of Paradigm and Viomics are included in the Company’s consolidated financial statements and not disclosed separately due to immateriality. Pro forma disclosures have not been included due to immateriality. Genomic Health, Inc. On November 8, 2019, the Company acquired all of the outstanding capital stock of Genomic Health. Genomic Health, headquartered in Redwood City, California, provides genomic-based diagnostic tests that address both the overtreatment and optimal treatment of early and late stage cancer. The Company has included the financial results of Genomic Health in the consolidated financial statements from the date of the combination. The Company entered into this combination to create a leading global cancer diagnostics company and provide a robust platform for continued growth. This combination provides the Company with a commercial presence in more than 90 countries in which the combined company expects to continue to increase adoption of current tests, and to bring new innovative cancer tests to patients around the world. During 2019, the Company incurred $22.5 million of acquisition-related costs recorded in general and administrative expense. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the combination. The combination date fair value of the consideration transferred for Genomic Health was approximately $2.47 billion, which consisted of the following: (In thousands) Cash $ 1,061,489 Common stock issued 1,389,266 Fair value of replacement stock options and restricted stock awards 17,813 Total purchase price $ 2,468,568 The fair value of the common stock issued as part of consideration was determined on the basis of the closing market price of the Company's shares at the acquisition date. The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.76534 was applied to convert Genomic Health’s outstanding equity awards for Genomic Health’s common stock into equity awards for shares of the Company’s common stock. Th e fair value of options assumed were based on the assumptions in the following table: Option Plan Shares Assumed Risk-free interest rates 0.88% - 2.90% Expected term (in years) 3.28 - 6.73 Expected volatility 63.54% - 69.09% Dividend yield 0% Weighted average fair value per share of options assumed $45.75 - $57.44 The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Preliminary Allocation Measurement Period Final Allocation Cash and cash equivalents $ 87,627 $ — $ 87,627 Marketable securities 201,519 — 201,519 Accounts receivable 57,400 — 57,400 Inventory 3,535 — 3,535 Prepaid expenses and other current assets 8,360 — 8,360 Property, plant and equipment 69,905 (122) 69,783 Goodwill 1,185,918 4,044 1,189,962 Trade name 100,000 — 100,000 Supply agreement intangible 30,000 — 30,000 Developed technology 800,000 — 800,000 In-process research and development (IPR&D) 200,000 — 200,000 Operating lease right-of-use assets 80,790 — 80,790 Other long-term assets 14,972 (96) 14,876 Accounts payable, accrued liabilities and other current liabilities (88,995) 548 (88,447) Deferred tax liability (205,536) (4,374) (209,910) Operating lease liabilities, current portion (3,258) — (3,258) Operating lease liabilities, less current portion (71,270) — (71,270) Other long-term liabilities (2,399) — (2,399) Total fair value consideration $ 2,468,568 $ — $ 2,468,568 The measurement period adjustments primarily relate to the fair value of Genomic Health's pre-acquisition deferred tax liability due to finalization of certain income-tax related items. The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as an estimated royalty rate in the cases of the developed technology and trade name intangibles. The developed technology and tradename intangibles are valued using a relief-from-royalty method. Trade names represent the value associated with the Oncotype DX trade name in the market. The trade name intangible is amortized on a straight-line basis over its estimated useful life of 16 years. Developed technology represents purchased technology that had reached technological feasibility and for which Genomic Health had substantially completed development as of the date of combination. Fair value was determined using future discounted cash flows related to the projected income stream of the developed technology for a discrete projection period. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 10 years. IPR&D represent capitalized incomplete research projects as of the combination date and had no alternative future use. The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of the research and development efforts associated with the projects. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product and expected commercial release. The Company recorded $200.0 million of IPR&D related to the development of an IVD version of the Oncotype DX Breast Recurrence Score test. The IPR&D asset was valued using the multiple-period excess earnings method approach. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities including a broader global presence. The total goodwill related to this combination is not deductible for tax purposes. The Company assumed unvested stock options and restricted stock awards with combination-date fair values of $34.3 million and $42.3 million, respectively. Of the total consideration for stock options and restricted stock awards, $2.2 million and $15.6 million, respectively, was allocated to the purchase consideration and $32.1 million and $26.7 million, respectively, was allocated to future services and will be expensed over a weighted average period of 1.69 years and 2.12 years, respectively. The amounts of revenue and net loss before tax of Genomic Health included in the Company’s consolidated statement of operations from the combination date of November 8, 2019 to December 31, 2019 and for the year ended December 31, 2020 are as follows: (In thousands) 2020 2019 Total revenues $ 435,960 $ 66,174 Net loss before tax (254,162) (40,446) The following unaudited pro forma financial information summarized the combined results of operations for the Company and Genomic Health, as though the companies were combined as of the beginning of January 1, 2018. Year Ended December 31, (In thousands) 2019 2018 Total revenues $ 1,266,591 $ 848,573 Net loss before tax (252,203) (302,173) The unaudited pro forma financial information for all periods presented above has been calculated after adjusting the results of Genomic Health to reflect the business combination accounting effects resulting from this combination, including the amortization expense from acquired intangible assets and the stock-based compensation expense for unvested stock options and restricted stock awards assumed as though the combination occurred as of January 1, 2018. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the combination had taken place as of January 1, 2018. As described in Note 15, the Company identified a pre-acquisition contingency relating to the DOJ investigation. The Company assigned a fair value estimate of zero to this pre-acquisition contingency. Subsequent to the Company's final determination of the pre-acquisition contingency’s estimated value, changes to this estimate could have a material impact on our results of operations and financial position. In connection with the combination, the Company decided to terminate certain Genomic Health executives in the fourth quarter of 2019 and recorded $32.1 million in severance benefits charges. Asset Acquisitions Base Genomics, Limited On October 26, 2020, The Company acquired all of the outstanding capital stock of Base Genomics, Limited in a cash transaction totaling $416.5 million. Base Genomics headquartered in Oxford, England exclusively licenses from Ludwig a non-bisulfite technology for the detection of methylated DNA and other epigenetic modifications. This technology (“TAPS”) simultaneously generates both genetic and epigenetic information at base resolution. TAPS overcomes the issues of the current gold-standard for DNA methylation detection of bisulfite sequencing. The Company has included the financial results of Base Genomics in the consolidated statements from the date of the acquisition and not disclosed separately due to immateriality. Pro forma disclosures have not been included due to immateriality. While the acquisition was treated legally as a merger of the two entities, for accounting purposes, the transaction was treated as an asset acquisition under GAAP because substantially all of the fair value of the gross assets acquired were deemed to be associated with the TAPS technology. The assets and liabilities acquired in the merger were recorded at fair value as determined as of October 26, 2020, and were substantially comprised of the TAPS IPR&D asset as shown in the table below. The Company incurred approximately $4.6 million of direct transaction costs during 2020 associated with this acquisition. These acquisition-related transaction costs were capitalized to the acquired tangible and intangible assets based on their estimated fair values as of the closing date. The IPR&D asset acquired was recorded to research and development expense in the consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company accounted for the merger in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date. As of December 31, 2020, the Company has substantially completed its process for measuring the fair values of the assets acquired and liabilities assumed based on information available as of the closing date. The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed as of October 26, 2020, the Merger closing date. These values are based on internal Company and independent external third-party valuations: (In thousands) Consideration Cash paid for acquisition of Base Genomics outstanding shares $ 416,525 Transaction costs 4,600 Total consideration 421,125 Assets acquired and liabilities assumed Cash 9,704 IPR&D asset 412,568 Other assets and liabilities (1,147) Net assets acquired $ 421,125 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATIONManagement determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services allowing healthcare providers and patients to make individualized treatment decisions. Management assessed the discrete financial information routinely reviewed by the Company's Chief Operating Decision Maker, its President and Chief Executive Officer, to monitor the Company's operating performance and support decisions regarding allocation of resources to its operations. Performance is continuously monitored at the consolidated level to timely identify deviations from expected results. The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location. Year Ended December 31, (In thousands) 2020 2019 2018 United States $ 1,413,907 $ 864,849 $ 454,462 Outside of United States 77,484 11,444 — Total revenues $ 1,491,391 $ 876,293 $ 454,462 Long-lived assets located in countries outside of the United States are not significant. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Under financial accounting standards, deferred tax assets or liabilities are computed based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates. Deferred income tax expense or benefit represents the change in the deferred tax assets or liabilities from period to period. At December 31, 2020, the Company had federal net operating loss, state net operating loss, and foreign net operating loss carryforwards of approximately $1.55 billion, $709.2 million, and $4.3 million, respectively for financial reporting purposes, which may be used to offset future taxable income. The Company also had federal and state research tax credit carryforwards of $54.3 million and $34.0 million, respectively which may be used to offset future income tax liability. The federal credit carryforwards expire at various dates through 2040 and are subject to review and possible adjustment by the Internal Revenue Service. The state credit carryforwards expire at various dates through 2035 with the exception of California research and development tax credits that have an indefinite carryforward period. All state tax credits are subject to review and possible adjustment by local tax jurisdictions. In the event of a change of ownership, the federal and state net operating loss and research and development tax credit carryforwards may be subject to annual limitations provided by the Internal Revenue Code and similar state provisions. Income (loss) before provision for taxes consisted of the following: Year Ended December 31, (In thousands) 2020 2019 2018 Income (loss) before income taxes: Domestic $ (451,067) $ (267,832) $ (175,275) Foreign (406,038) (1,019) 218 Total income (loss) before income taxes $ (857,105) $ (268,851) $ (175,057) The expense (benefit) for income taxes consists of: Year Ended December 31, (In thousands) 2020 2019 2018 Current expense (benefit): Federal $ (3) $ — $ — State 802 314 92 Foreign 933 (63) — Deferred tax expense (benefit): Federal (6,453) (169,727) — State (3,971) (15,397) — Foreign 120 15 — Total income tax expense (benefit) $ (8,572) $ (184,858) $ 92 The Company recorded an income tax benefit for the year ended December 31, 2020 of $8.6 million primarily as a result of future limitations on and expiration of certain Federal and State deferred tax assets. The components of the net deferred tax asset with the approximate income tax effect of each type of carryforward, credit and temporary differences are as follows: December 31, (In thousands) 2020 2019 Deferred tax assets: Operating loss carryforwards $ 369,642 $ 369,695 Tax credit carryforwards 64,760 51,030 Compensation related differences 48,349 33,378 Lease assets 31,938 30,782 Other temporary differences 6,136 7,049 Tax assets before valuation allowance 520,825 491,934 Less - Valuation allowance (157,629) (120,679) Total deferred tax assets $ 363,196 $ 371,255 Deferred tax liabilities Convertible notes $ (145,925) $ (83,163) Amortization (197,847) (270,421) Property, plant and equipment (4,580) (5,913) Lease liabilities (30,312) (29,586) Other temporary differences (4,078) (2,607) Total deferred tax liabilities (382,742) (391,690) Net deferred tax liabilities $ (19,546) $ (20,435) A valuation allowance to reduce the deferred tax assets is reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has incurred significant losses since its inception and due to the uncertainty of the amount and timing of future taxable income and the realization of deferred tax liabilities, management has determined that a valuation allowance of $157.6 million and $120.7 million at December 31, 2020 and 2019, respectively, is necessary to reduce the tax assets to the amount that is more likely than not to be realized. Given the future limitations on and expiration of certain federal and state deferred tax assets, the recording of a valuation allowance resulted in a deferred tax liability of approximately $19.5 million remaining at the end of 2020, which is included in other long-term liabilities on the Company's consolidated balance sheet. The overall change in valuation allowance for December 31, 2020 and 2019 was an increase of $36.9 million and a decrease of $89.2 million, respectively. Activity associated with the Company's valuation allowance is as follows: December 31, (In thousands) 2020 2019 2018 Balance as of January 1, $ (120,679) $ (209,868) $ (214,250) Valuation allowances established (108,944) (132,522) (52,855) Changes to existing valuation allowances 1,662 1,620 (2,744) Acquisition and purchase accounting (5,558) 183,730 (1,739) Additional paid-in-capital 75,890 36,361 61,720 Balance as of December 31, $ (157,629) $ (120,679) $ (209,868) During 2020, the Company recorded an increase to the valuation allowance of $108.9 million primarily related to losses from continuing operations. Additionally, the Company recorded a decrease to the valuation allowance of $75.9 million related to convertible debt issuances offset against additional paid-in capital. During 2019, the Company recorded an increase to the valuation allowance of $132.5 million primarily related to losses from continuing operations. Additionally, the Company recorded a decrease to the valuation allowance of $183.7 million related to the Genomic Health combination offset against goodwill, as well as a decrease of $36.4 million related to convertible debt issuances offset against additional paid-in capital. During 2018, the Company recorded an increase to the valuation allowance of $52.9 million primarily related to losses from continuing operations. Additionally, the Company recorded a decrease to the valuation allowance of $61.7 million related to convertible debt issuances offset against additional paid-in capital. The effective tax rate differs from the statutory tax rate due to the following: December 31, 2020 2019 2018 U.S. Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes 1.9 5.8 3.4 Federal and state tax rate changes — (0.4) — Foreign tax rate differential (1.0) 0.6 — Acquired IPR&D asset expense (9.1) — — Research and development tax credits 1.6 1.1 1.9 Stock-based compensation expense 1.1 22.1 9.1 Non-deductible executive compensation (0.8) (4.1) (4.9) Transaction costs (0.1) (0.7) — Other adjustments (1.0) (0.6) 1.1 Valuation allowance (12.7) 24.0 (31.7) Effective tax rate 0.9 % 68.8 % (0.1) % For the year ended December 31, 2020, the Company recognized an income tax benefit, representing an effective tax rate of 0.9%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of 0.9% for the year ended December 31, 2020, was primarily attributable to the valuation allowance established against the Company's current period losses generated and the non-deductible IPR&D expense related to the Base Genomics acquisition. For the year ended December 31, 2019, the Company recognized an income tax benefit, representing an effective tax rate of 68.8%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of 68.8% for the year ended December 31, 2019, was primarily attributable to an income tax benefit of $185.1 million recorded as a result of a change in the deferred tax asset valuation allowance resulting from the Genomic Health combination, as well as excess tax benefits on vested stock-based compensation awards. For the year ended December 31, 2018, the Company recognized an immaterial income tax expense, representing an effective tax rate of (0.1)%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of (0.1)% for the year ended December 31, 2018, was primarily attributable to the valuation allowance established against our current period losses generated. The Company had unrecognized tax benefits related to federal and state research and development tax credits of $16.6 million, $10.3 million, and $1.9 million as of December 31, 2020, 2019 and 2018, respectively. These amounts have been recorded as a reduction to our deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. The following is a tabular reconciliation of the amounts of unrecognized tax benefits: December 31, (In thousands) 2020 2019 2018 January 1, $ 10,276 $ 1,926 $ — Increase due to current year tax positions 3,600 2,142 392 Increase due to prior year tax positions 2,753 6,208 1,534 Decrease due to prior year tax positions — — — Settlements — — — December 31, $ 16,629 $ 10,276 $ 1,926 As of December 31, 2020, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2001 through 2020, and to state income tax examinations for the tax years 2001 through 2020. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the years ended December 31, 2020, 2019 and 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On January 5, 2021, the Company completed the acquisition ("Thrive Merger") of Thrive Earlier Detection Corporation, pursuant to a merger through which the Company acquired all of the outstanding shares of Thrive. Thrive is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. The Company expects that combining Thrive’s early-stage screening test, CancerSEEK, with the Company’s scientific platform, clinical organization and commercial infrastructure will establish the Company as a leading competitor in blood-based, multi-cancer screening. Under the terms of the Thrive Merger, we paid Thrive's stockholders total consideration of $1.70 billion at closing, comprised of 35% in cash and 65% in the Company’s common stock. An additional $450.0 million would be payable in cash based upon the achievement of certain milestones related to the development and commercialization of a blood-based, multi-cancer screening test. Due to the proximity of the completion of the acquisition to the filing of this Form 10-K, the accounting for the preliminary purchase price allocation is not complete, including the valuation of total consideration paid, assets acquired and liabilities assumed. Through the Thrive Merger, the Company acquired a worldwide exclusive license agreement with John Hopkins University (“JHU”) for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU proprietary data in the development and commercialization of a blood-based, multi-cancer screening test. The agreement terms include single-digit sales-based royalties and sales-based milestone payments of $10.0 million, $15.0 million, $20.0 million and upon achieving calendar year licensed product revenue using JHU proprietary data of $0.50 billion, $1.00 billion, and $1.50 billion, respectively. On January 11, 2021, the Company acquired a worldwide exclusive license to the proprietary Targeted Digital Sequencing (“TARDIS”) technology from the Translational Genomics Research Institute (“TGen”), an affiliate of City of Hope for an up-front cost of $25.0 million in cash and issuance of 191,336 shares of common stock valued at $27.3 million on the date of issuance. This license is a royalty-free, perpetual license. Under the terms of the agreement, the Company is required to pay cash of $10.0 million and $35.0 million upon achieving cumulative product revenue related to minimal residual disease (“MRD”) detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. On February 12, 2021, the Company entered into an Equity Purchase Agreement (the “Ashion Purchase Agreement”) with PMed Management, LLC (“PMed”) which is a subsidiary of TGen pursuant to which the Company will purchase all of the outstanding equity interests of Ashion Analytics, LLC (“Ashion”; such transaction, the "Ashion Acquisition") in exchange for cash of approximately $72.0 million and 125,444 shares of the Company’s common stock. An additional $20.0 million and $30.0 million would be payable in cash upon the development and commercialization of a test for MRD detection and/or treatment (the “Commercial Launch Milestone”) and cumulative revenues from MRD products of $500.0 million (the “MRD Product Revenue Milestone”), respectively. The Commercial Launch Milestone is contingent upon achievement on or before the fifth anniversary of the closing and the MRD Product Revenue Milestone is contingent upon achievement on or before the tenth anniversary of the closing. Ashion is a CLIA-certified and CAP-accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEMExTra®, one of the most comprehensive genomic cancer tests available, and provides access to whole exome, matched germline, and transcriptome sequencing capabilities. The Company currently expects the Ashion Acquisition to close during the second quarter of 2021, subject to customary closing conditions. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following table sets forth unaudited quarterly statements of operations data for each of the eight quarters ended December 31, 2020 and 2019. In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and contains all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the unaudited quarterly results for the periods presented. The quarterly data should be read in conjunction with the Company’s audited consolidated financial statements and the notes to the consolidated financial statements appearing elsewhere in this Form 10-K. Quarter Ended (3) March 31, June 30, September 30, December 31, (Amounts in thousands, except per share data) 2020 Revenue $ 347,821 $ 268,868 $ 408,363 $ 466,339 Cost of sales (exclusive of amortization of acquired intangible assets) 81,606 77,892 95,061 99,765 Amortization of acquired intangible assets (1) 20,464 20,555 20,555 20,553 Gross profit 245,751 170,421 292,747 346,021 Operating expenses, net (2) 328,124 237,430 496,082 761,323 Interest income and interest expense (25,056) (20,000) (21,059) (22,971) Income tax benefit 1,732 867 4,510 1,463 Net loss $ (105,697) $ (86,142) $ (219,884) $ (436,810) Net loss per share—basic $ (0.71) $ (0.58) $ (1.46) $ (2.79) Net loss per share—diluted $ (0.71) $ (0.58) $ (1.46) $ (2.79) Weighted average common shares outstanding—basic 148,151 149,727 150,155 156,470 Weighted average common shares outstanding—diluted 148,151 149,727 150,155 156,470 2019 Revenue $ 162,043 $ 199,870 $ 218,805 $ 295,575 Cost of sales (exclusive of amortization of acquired intangible assets) 42,827 51,139 52,335 70,416 Amortization of acquired intangible assets (1) 425 424 424 11,981 Gross profit 118,791 148,307 166,046 213,178 Operating expenses (2) 186,865 182,209 201,772 309,258 Interest income and interest expense (15,335) (5,043) (4,116) (10,575) Income tax benefit (expense) 470 443 (683) 184,628 Net income (loss) $ (82,939) $ (38,502) $ (40,525) $ 77,973 Net income (loss) per share—basic $ (0.66) $ (0.30) $ (0.31) $ 0.56 Net income (loss) per share—diluted $ (0.66) $ (0.30) $ (0.31) $ 0.54 Weighted average common shares outstanding—basic 126,248 129,182 129,567 139,901 Weighted average common shares outstanding—diluted 126,248 129,182 129,567 143,200 _________________________________ (1) Includes only amortization of acquired intangible assets identified as developed technology assets through purchase accounting transactions, which otherwise would have been allocated to cost of sales. (2) Consists of research and development, sales and marketing, general and administrative, and amortization of acquired intangible assets excluding acquired developed technology, which is included in the gross profit calculation above. This also includes intangible asset impairment charges and funding received as part of the CARES Act. Refer to Note 6 for further discussion on the intangible asset impairment charges recorded in the third quarter of 2020. Refer to Note 1 for further discussion on the funding received as part of the CARES Act in the second quarter of 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Business | Business Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. Exact is a leading global cancer screening and diagnostics company. It has developed some of the most impactful brands in cancer screening and diagnostics, including Cologuard ® and Oncotype DX ® |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements include the accounts of Exact Sciences Corporation and those of its wholly-owned subsidiaries and variable interest entities. All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company's financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of convertible notes, valuation of intangible assets and goodwill, and accounting for income taxes among others. The spread of the coronavirus (“COVID-19”) has affected many segments of the global economy, including the cancer screening and diagnostics industry. The COVID-19 outbreak, which the World Health Organization has classified as a pandemic, has prompted governments and regulatory bodies throughout the world to enact broad precautionary measures, including “stay-at-home” orders, restrictions on the performance of “non-essential” services, public gatherings and travel. Health systems, including key markets where the Company operates, have been, or may be, overwhelmed with high volumes of patients suffering from COVID-19. Even in areas where “stay-at-home” restrictions have been lifted and the number of cases of COVID-19 has declined, many individuals remain cautious about resuming activities such as preventive-care medical visits. Medical practices continue to be cautious about allowing individuals, such as sales representatives, into their offices. Many individuals continue to work from home rather from an office setting. The Company cannot forecast when the COVID-19 pandemic will end or the extent to which practices that have emerged during the pandemic will continue once it subsides. The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of December 31, 2020 and through the date of the filing of this Annual Report on Form 10-K. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, equity investments, software, and the carrying value of the goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods. The pandemic and related precautionary measures began to materially disrupt the Company's operations in March 2020 and may continue to disrupt the business for an unknown period of time. As a result, the pandemic had a significant impact on the Company's 2020 revenues and operating results. The ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak, as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the extent to which COVID-19 will negatively impact its financial results or liquidity. Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) In April 2020, the Company received $23.7 million from the United States Department of Health and Human Services (“HHS”) as a distribution from the Public Health and Social Services Emergency Fund provided for in the CARES Act. The fund payments are grants, not loans, and HHS will not require repayment provided the funds are utilized to offset expenses incurred to address COVID-19 or to replace lost revenues. The Company accepted the terms and conditions of the grant in May 2020 and recognized the entire $23.7 million during the year ended December 31, 2020, due to lost revenue attributable to COVID-19, which is reflected in other operating income in the consolidated statement of operations. The Company cannot predict the extent to which it might receive any additional funds to be paid out under the Provider Relief Fund, and to what extent the financial impact of receiving such funds might offset the broad implications of the COVID-19 pandemic, which include increases in the Company’s costs and lost revenues. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers cash on hand, demand deposits in a bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents. |
Marketable Securities | Marketable Securities Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company's debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest rate method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in the consolidated statements of operations as investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in the consolidated statements of operations as investment income, net. The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations (including those with a contractual term greater than one year from the date of purchase) are classified as current. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events or other substantive evidence indicate that expected collections will be less than applicable accrual rates. At December 31, 2020 and 2019, the allowance for doubtful accounts recorded was not material to the Company's consolidated balance sheets. For the years ended December 31, 2020, 2019 and 2018, there was an immaterial amount of bad debt expense written off against the allowance and charged to operating expense. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meet quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate. Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, have been expensed to research and development in the Company’s consolidated statements of operations. |
Property, Plant and Equipment | Property, Plant and EquipmentProperty, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred. |
Software Development Costs | Software Development Costs Costs related to internal use software, including hosted arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight‑line basis over the estimated useful life of the software, or the duration of the hosting agreement. |
Investments in Privately Held Companies | Investments in Privately Held Companies The Company determines whether its investments in privately held companies are debt or equity based on their characteristics, in accordance with the applicable accounting guidance for such investments. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee. Investments in privately held companies determined to be equity securities are accounted for as non-marketable securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in investment income, net in the consolidated statements of operations. Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held to maturity securities, in accordance with the applicable accounting guidance for such investments. |
Derivative Financial Instruments | Derivative Financial InstrumentsThe Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the consolidated statements of operations. |
Business Combinations and Asset Acquisitions | Business Combinations and Asset AcquisitionsBusiness Combinations are accounted for under the acquisition method in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business combination under the ASC are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition. |
Intangible Assets | Intangible Assets Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. The Company determined that all patent costs incurred during the years ended December 31, 2020, 2019 and 2018 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined. |
Acquired In-process Research and Development (IPR&D) | Acquired In-process Research and Development ("IPR&D") Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects and discounting the net cash flows to present value. The revenues and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success. IPR&D projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related R&D efforts. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. There are often major risks and uncertainties associated with IPR&D projects as we are required to obtain regulatory approvals in order to be able to market the resulting products. Such approvals require completing clinical trials that demonstrate the products effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. |
Goodwill | GoodwillThe Company evaluates goodwill for possible impairment in accordance with Financial Accounting Standards Board ("FASB") ASC 350 on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. |
Impairment of Long-Lived Assets | Impairment of Long-Lived AssetsThe Company evaluates the fair value of long-lived assets, which include property, plant and equipment, finite-lived intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Net Loss Per Share | Net Loss Per Share Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses. |
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units, shares purchased under an employee stock purchase plan (if certain parameters are not met), and performance share units to be recognized in the financial statements based on their grant date fair values. Forfeitures of any share-based awards are recognized as they occur. The fair values and recognition of the Company's share-based payment awards are determined as follows: The fair value of each service-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions: Expected Term —Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants. Expected Volatility —Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards. Risk-Free Interest Rate —The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term. The estimated fair value of these awards is recognized to expense using the straight-line method over the expected term. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. These expenses include the costs of our proprietary research and development efforts, as well as costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use. Upfront and milestone payments due to third parties in connection with research and development collaborations prior to regulatory approval are expensed as incurred. Milestone payments due to third parties upon, or subsequent to, regulatory approval are capitalized and amortized into research and development costs over the shorter of the remaining license or product patent life, when there are no corresponding revenues related to the license or product. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received, rather than when the payment is made. The Company incurred research and development expenses of $554.1 million, $139.7 million, and $67.3 million during the years ended December 31, 2020, 2019, and 2018, respectively, including IPR&D of $412.6 million that was acquired in an asset acquisition in 2020 and had no alternative future use. The value of the acquired IPR&D that was expensed was determined by identifying those acquired specific IPR&D projects that would be continued and which (a) were incomplete and (b) had no alternative future use. Acquired IPR&D assets that are acquired in an asset acquisition and which have no alternative future use are classified as an investing cash outflow in the consolidated statement of cash flows. |
Advertising Costs | Advertising Costs The Company expenses the costs of media advertising at the time the advertising takes place. The Company expensed approximately $93.2 million, $88.7 million, and $93.7 million of media advertising during the years ended December 31, 2020, 2019, and 2018, respectively, which is recorded in sales and marketing expenses on the Company's consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements The FASB has issued authoritative guidance that requires fair value to be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. |
Convertible Notes | Convertible Notes The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the Company’s nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component of the convertible debt instrument by using assumptions that market participants would use in pricing a debt instrument, including market interest rates, credit standing, yield curves, volatilities, and expected life of the instrument. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense. |
Leases | Leases The Company acts as lessee in its lease agreements, which include operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment, and finance leases for certain equipment and vehicles. The Company determines whether an arrangement is, or contains, a lease at inception. At the beginning of fiscal year 2019, the company adopted ASC Topic 842. The Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations. As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Operating lease expense and amortization of finance lease ROU assets are recognized on a straight-line basis over the lease term as an operating expense. Finance lease interest expense is recorded as interest expense on the Company’s consolidated statements of operations. The Company accounts for leases acquired in business combinations by measuring the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease for the Company. This measurement includes recognition of a lease intangible for any below-market terms present in the leases acquired. The below-market lease intangible is included in the ROU asset on the consolidated balance sheets and are amortized over the remaining lease term. The Company has not acquired any leases with above-market terms. |
Revenue Recognition | Revenue Recognition Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 2 for further discussion. |
Foreign Currency Transactions | Foreign Currency Transactions Prior to 2019, the Company’s international subsidiaries’ functional currency was the local currency and assets and liabilities were translated into U.S. dollars at the period-end exchange rate or historical rates, as appropriate. Consolidated statements of operations were translated at average exchange rates for the period, and the cumulative translation adjustments resulting from changes in exchange rates were included in the Company’s consolidated balance sheet as a component of additional paid-in capital. In 2019 and 2020, the Company’s international subsidiaries use the U.S. dollar as the functional currency, resulting in the Company not being subject to gains and losses from foreign currency translation of the subsidiary financial statements. The Company recognizes gains and losses from foreign currency transactions in the consolidated statements of operations. Net foreign currency transaction gains or losses were not material to the consolidated statements of operations for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash, cash equivalents and marketable securities. As of December 31, 2020, the Company had cash and cash equivalents deposited in financial institutions in which the balances exceed the federal government agency insured limit of $250,000 by approximately $237.0 million. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk. Through December 31, 2020, the Company’s revenues have been primarily derived from the sale of Cologuard, Oncotype DX, and COVID-19 tests. The following is a breakdown of revenue and accounts receivable from major payers: % Revenue for the years ended December 31, % Accounts Receivable at December 31, Major Payer 2020 2019 2018 2020 2019 2018 Centers for Medicare and Medicaid Services 21% 29% 36% 14% 19% 32% UnitedHealthcare 10% 13% 13% 7% 7% 10% State of Wisconsin 12% —% —% 22% —% —% |
Tax Positions | Tax Positions A valuation allowance to reduce the deferred tax assets is reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has incurred significant losses since its inception and due to the uncertainty of the amount and timing of future taxable income, the Company has determined that a $157.6 million and $120.7 million valuation allowance at December 31, 2020 and 2019 is necessary to reduce the tax assets to the amount that is more likely than not to be realized. The change in valuation allowance as of December 31, 2020 and 2019 was an increase of $36.9 million and a decrease of $89.2 million, respectively. An income tax benefit of $8.6 million was recorded primarily as a result of future limitations on and expiration of certain Federal and State deferred tax assets. Due to the existence of the valuation allowance, future changes in our unrecognized tax benefits will not impact our effective tax rate. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The updates also require available-for-sale debt security credit losses to be recognized as allowances rather than a reduction in amortized cost. The guidance was adopted by the Company on January 1, 2020. The requirements of the ASU did not result in the recognition of a material allowance for current expected credit losses, as the Company’s analysis of collectability looks at historical experience as well as current and future implications surrounding the ability to collect. Adoption of the updated guidance did not have a material impact on the Company’s consolidated financial statements. In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments –Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments . The updated guidance provides clarity regarding measurement of securities without readily determinable fair values. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles –Goodwill and Other –Internal-Use Software (Subtopic 350-40) . The update provided guidance for evaluating the accounting for fees paid by a customer in a cloud computing arrangement that is a service contract. The guidance was adopted on a prospective basis, beginning on January 1, 2020 and it did not have a material impact on the Company's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820); Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement . The guidance provided an update to the disclosure requirements for fair value measurements under the scope of ASC 820. The updates were adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808) . The update provided additional guidance regarding the interaction between Topic 808 on Collaborative Arrangements and Topic 606 on Revenue Recognition. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The update simplifies the accounting for income taxes through removing exceptions related to certain intraperiod allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021, however early adoption is permitted. The guidance was early adopted on January 1, 2020 and did not have a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . The updated guidance provides optional expedients for applying the requirements of certain topics in the codification for contracts that are modified because of reference rate reform. In addition to the optional expedients, the update includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. The updated guidance is effective for all entities as of March 12, 2020 and through December 31, 2022. The Company adopted the guidance upon issuance on March 12, 2020. There was no impact on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, The Financial Accounting Standards Board issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) . This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under the update, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. The update also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the computation of diluted earnings per share. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of this guidance on its consolidated financial statements. |
Guarantees and Indemnifications | Guarantees and Indemnifications The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, the Company has a directors and officers insurance policy that limits its exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of December 31, 2020 and 2019. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period: December 31, (In thousands) 2020 2019 2018 Shares issuable in connection with acquisitions 157 — — Shares issuable upon exercise of stock options 2,231 2,700 2,532 Shares issuable upon the release of restricted stock awards 3,968 3,801 3,847 Shares issuable upon the release of performance share units 619 583 2,399 Shares issuable upon conversion of convertible notes 20,309 12,196 12,044 27,284 19,280 20,822 |
Schedules of concentration of risk | The following is a breakdown of revenue and accounts receivable from major payers: % Revenue for the years ended December 31, % Accounts Receivable at December 31, Major Payer 2020 2019 2018 2020 2019 2018 Centers for Medicare and Medicaid Services 21% 29% 36% 14% 19% 32% UnitedHealthcare 10% 13% 13% 7% 7% 10% State of Wisconsin 12% —% —% 22% —% —% |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation by revenue source | The following table presents the Company's revenues disaggregated by revenue source: Year Ended December 31, (In thousands) 2020 2019 2018 Screening Medicare Parts B & C $ 365,471 $ 404,331 $ 254,431 Commercial 409,671 368,006 184,538 Other 39,925 37,783 15,493 Total Screening 815,067 810,120 454,462 Precision Oncology Medicare Parts B & C $ 157,166 $ 24,325 $ — Commercial 186,043 29,976 — International 77,484 11,444 — Other 19,800 428 — Total Precision Oncology 440,493 66,173 — COVID-19 Testing $ 235,831 $ — $ — Total $ 1,491,391 $ 876,293 $ 454,462 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash and cash equivalents | The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at December 31, 2020 and 2019: December 31, (In thousands) 2020 2019 Cash, cash equivalents, and restricted cash Cash and money market $ 901,294 $ 146,932 Cash equivalents 589,994 30,322 Restricted cash (1) 306 274 Total cash, cash equivalents and restricted cash 1,491,594 177,528 Marketable securities Available-for-sale debt securities 347,178 144,685 Equity securities 1,521 1,716 Total marketable securities 348,699 146,401 Total cash and cash equivalents, restricted cash and marketable securities $ 1,840,293 $ 323,929 _________________________________ (1) Restricted cash is included in other long-term assets on the consolidated balance sheets. There was no restricted cash at December 31, 2018. |
Schedule of restricted cash and cash equivalents | The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at December 31, 2020 and 2019: December 31, (In thousands) 2020 2019 Cash, cash equivalents, and restricted cash Cash and money market $ 901,294 $ 146,932 Cash equivalents 589,994 30,322 Restricted cash (1) 306 274 Total cash, cash equivalents and restricted cash 1,491,594 177,528 Marketable securities Available-for-sale debt securities 347,178 144,685 Equity securities 1,521 1,716 Total marketable securities 348,699 146,401 Total cash and cash equivalents, restricted cash and marketable securities $ 1,840,293 $ 323,929 _________________________________ (1) Restricted cash is included in other long-term assets on the consolidated balance sheets. There was no restricted cash at December 31, 2018. |
Schedule of available-for-sale securities | Available-for-sale debt securities at December 31, 2020 consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Cash equivalents U.S. government agency securities $ 589,986 $ 8 $ — $ 589,994 Total cash equivalents 589,986 8 — 589,994 Marketable securities Corporate bonds 132,301 612 — 132,913 U.S. government agency securities 207,119 52 — 207,171 Asset backed securities 7,070 24 — 7,094 Total marketable securities 346,490 688 — 347,178 Total available-for-sale debt securities $ 936,476 $ 696 $ — $ 937,172 _________________________________ (1) Gains and losses in accumulated other comprehensive income (loss)("AOCI") are reported before tax impact. Available-for-sale debt securities at December 31, 2019 consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Losses in Accumulated Estimated Fair Cash equivalents U.S. government agency securities $ 30,320 $ 2 $ — $ 30,322 Total cash equivalents 30,320 2 — 30,322 Marketable securities Corporate bonds 4,017 — (14) 4,003 U.S. government agency securities 140,745 10 (73) 140,682 Total marketable securities 144,762 10 (87) 144,685 Total available-for-sale debt securities $ 175,082 $ 12 $ (87) $ 175,007 _________________________________ (1) There was no tax impact on the gains and losses in accumulated income (loss) at December 31, 2019. |
Schedule of contractual maturities of available-for-sale investments | The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at December 31, 2020: Due one year or less Due after one year through four years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents U.S. government agency securities $ 589,986 $ 589,994 $ — $ — Total cash equivalents 589,986 589,994 — — Marketable securities U.S. government agency securities 199,988 199,994 7,131 7,177 Corporate bonds 100,837 101,122 31,464 31,791 Asset backed securities — — 7,070 7,094 Total marketable securities 300,825 301,116 45,665 46,062 Total available-for-sale securities $ 890,811 $ 891,110 $ 45,665 $ 46,062 |
Schedule of gross unrealized losses and fair values of investments in an unrealized loss position | The following table summarizes the gross unrealized losses and fair value of available-for-sale debt securities in an unrealized loss position as of December 31, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position: Less than 12 months 12 months or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Marketable Securities Corporate bonds $ 4,003 $ (14) $ — $ — $ 4,003 $ (14) Asset backed securities 140,682 (73) — — 140,682 (73) Total $ 144,685 $ (87) $ — $ — $ 144,685 $ (87) |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following: December 31, (In thousands) 2020 2019 Raw materials $ 43,083 $ 24,958 Semi-finished and finished goods 49,182 36,766 Total inventory $ 92,265 $ 61,724 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | The estimated useful lives of property, plant and equipment are as follows: December 31, (In thousands) Estimated 2020 2019 Property, plant and equipment Land n/a $ 4,466 $ 4,466 Leasehold and building improvements (1) 117,865 80,352 Land improvements 15 years 4,864 1,766 Buildings 30 - 40 years 200,980 112,815 Computer equipment and computer software 3 years 73,296 65,323 Laboratory equipment 3 - 10 years 142,110 104,008 Furniture and fixtures 3 - 10 years 24,968 14,539 Assets under construction n/a 18,751 149,687 Property, plant and equipment, at cost 587,300 532,956 Accumulated depreciation (136,617) (77,631) Property, plant and equipment, net $ 450,683 $ 455,325 _________________________________ (1) Lesser of remaining lease term, building life, or estimated useful life. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of net-book value and estimated remaining life and finite lived intangible assets | The following table summarizes the net-book-value and estimated remaining life of the Company's intangible assets as of December 31, 2020: (In thousands) Weighted Cost Accumulated Amortization Net Balance at December 31, 2020 Finite-lived intangible assets Trade name 14.9 $ 100,700 $ (7,258) $ 93,442 Customer relationships 12.8 2,700 (404) 2,296 Patents 3.7 10,441 (5,422) 5,019 Supply agreement 6.5 30,000 (4,527) 25,473 Acquired developed technology 9.0 814,171 (93,278) 720,893 Internally developed technology 2.2 2,121 (921) 1,200 Total finite-lived intangible assets 960,133 (111,810) 848,323 Internally developed technology in process n/a 103 — 103 Total intangible assets $ 960,236 $ (111,810) $ 848,426 The following table summarizes the net-book-value and estimated remaining life of the Company’s finite-lived intangible assets as of December 31, 2019: (In thousands) Weighted Cost Accumulated Amortization Net Balance at December 31, 2019 Finite-lived intangible assets Trade name 15.9 $ 100,700 $ (961) $ 99,739 Customer relationships 13.8 2,700 (224) 2,476 Patents 8.8 22,690 (5,975) 16,715 Supply agreement 7.5 30,000 (571) 29,429 Acquired developed technology 9.9 806,371 (12,344) 794,027 Internally developed technology 2.5 1,229 (336) 893 Total finite-lived intangible assets 963,690 (20,411) 943,279 In-process research and development n/a 200,000 — 200,000 Internally developed technology in process n/a 271 — 271 Total intangible assets $ 1,163,961 $ (20,411) $ 1,143,550 |
Schedule of estimated future amortization expense, intangible assets | As of December 31, 2020, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows: (In thousands) 2021 $ 93,401 2022 93,196 2023 92,876 2024 92,422 2025 91,374 Thereafter 385,054 $ 848,323 |
Schedule of carrying amount of goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 is as follows: (In thousands) Balance, January 1, 2019 (1) $ 17,279 Genomic Health acquisition 1,185,918 Balance, December 31, 2019 1,203,197 Paradigm & Viomics acquisition 30,431 Genomic Health acquisition adjustment (2) 4,044 Balance, December 31, 2020 $ 1,237,672 _________________________________ (1) The beginning balance represents the goodwill acquired from the acquisitions of Sampleminded, Inc. in 2017 and Biomatrica, Inc. in 2018 totaling $2.0 million and $15.3 million, respectively. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements along with the level within the fair value hierarchy in which the fair value measurements fall | The following table presents the Company’s fair value measurements as of December 31, 2020 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair value at December 31, 2020 Quoted Prices Significant Significant Cash, cash equivalents, and restricted cash Cash and money market $ 901,294 $ 901,294 $ — $ — U.S. government agency securities 589,994 — 589,994 — Restricted cash 306 306 — — Marketable securities Corporate bonds 132,913 — 132,913 — U.S. government agency securities 207,171 — 207,171 — Asset backed securities 7,094 — 7,094 — Equity securities 1,521 1,521 — — Liabilities Contingent consideration (2,477) — — (2,477) Total $ 1,837,816 $ 903,121 $ 937,172 $ (2,477) The following table presents the Company’s fair value measurements as of December 31, 2019 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at December 31, 2019 Quoted Prices Significant Significant Cash and cash equivalents Cash and money market $ 146,932 $ 146,932 $ — $ — U.S. government agency securities 30,322 — 30,322 — Restricted cash 274 274 — — Marketable securities Corporate bonds 4,003 — 4,003 — U.S. government agency securities 140,682 — 140,682 — Equity securities 1,716 1,716 — — Liabilities Contingent consideration (2,879) — — (2,879) Total $ 321,050 $ 148,922 $ 175,007 $ (2,879) |
Schedule of fair value of contingent consideration | The following table provides a roll-forward of the fair values of the contingent consideration, which includes Level 3 measurements: (In thousands) Contingent consideration Balance, January 1, 2020 $ (2,879) Changes in fair value 325 Payments 77 Balance, December 31, 2020 $ (2,477) |
Schedule of carrying values and estimated fair values of convertible notes and long-term debt instruments | The following table summarizes the Company’s outstanding convertible notes and long-term debt: December 31, 2020 December 31, 2019 (In thousands) Carrying Amount (1) Fair Value Carrying Amount (1) Fair Value 2028 Convertible notes (2) $ 806,587 $ 1,526,625 $ — $ — 2027 Convertible notes (2) 514,173 992,306 483,909 843,741 2025 Convertible notes (2) 255,464 601,744 319,696 592,482 Construction loan (3) 23,661 23,661 24,866 24,866 _________________________________ (1) The carrying amounts presented are net of debt discounts and debt issuance costs. See Note 9 and Note 10 of the consolidated financial statements for further information. (2) The fair values are based on observable market prices for this debt, which is traded in active markets and therefore is classified as a Level 2 fair value measurement. A portion of the 2025 convertible notes were settled in 2019 resulting in a decrease in the liability. (3) The carrying amount of the construction loan approximates fair value due to the short-term nature of this instrument. The construction loan is privately held with no public market for this debt and therefore is classified as a Level 3 fair value measurement. The change in the fair value was due to payments made on the loan resulting in a decrease in the liability. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued liabilities at December 31, 2020 and 2019 consisted of the following: December 31, (In thousands) 2020 2019 Compensation $ 117,273 $ 95,166 Pfizer Promotion Agreement related costs 46,937 33,230 Professional fees 36,113 29,108 Other 20,735 13,976 Assets under construction 2,118 10,720 Research and trial related expenses 5,911 8,368 Licenses 4,517 2,761 $ 233,604 $ 193,329 |
LONG TERM DEBT (Tables)
LONG TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of future principal obligations | The table below represents the future principal obligations as of December 31, 2020. Amounts included in the table are in thousands: Year ending December 31 2021 $ 1,319 2022 22,431 Total $ 23,750 |
CONVERTIBLE DEBT (Tables)
CONVERTIBLE DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CONVERTIBLE DEBT | |
Schedule of debt, net of discounts and deferred financing costs | Convertible note obligations included in the consolidated balance sheets consisted of the following: December 31, (In thousands) Coupon Interest Rate Effective Interest Rate Fair Value of Liability Component at Issuance (1) 2020 2019 2028 Convertible notes 0.375 % 5.2 % $ 790,608 $ 1,150,000 $ — 2027 Convertible notes 0.375 % 6.3 % 472,501 747,500 747,500 2025 Convertible notes 1.000 % 6.0 % 227,103 315,049 415,049 Total Convertible notes 2,212,549 1,162,549 Less: Debt discount (2) (608,685) (342,463) Less: Debt issuance costs (3) (27,640) (16,481) Net convertible debt including current maturities 1,576,224 803,605 Less: Current maturities (4) (255,464) — Net long-term convertible debt $ 1,320,760 $ 803,605 _________________________________ (1) As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were separated into a liability component and an equity component. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. A portion of the 2025 Convertible Notes have been extinguished or converted. The fair value of the liability component at issuance reflected above represents the liability value at issuance for the applicable portion of the 2025 Notes which remain outstanding at December 31, 2020. The fair value of the liability component of the 2025 Notes at issuance was $654.8 million with the equity component being $267.9 million. (2) The unamortized discount consists of the following: December 31, (In thousands) 2020 2019 2028 Convertible notes $ 328,372 $ — 2027 Convertible notes 224,517 253,340 2025 Convertible notes 55,796 89,123 Total unamortized discount $ 608,685 $ 342,463 (3) Debt issuance costs consist of the following: December 31, (In thousands) 2020 2019 2028 Convertible notes $ 15,041 $ — 2027 Convertible notes 8,810 10,251 2025 Convertible notes 3,789 6,230 Total debt issuance costs $ 27,640 $ 16,481 |
Schedule of Allocation of Transaction Costs Related to Convertible Debt | The following table summarizes the original transaction costs at the time of issuance for each set of Notes and the respective allocation to the liability and equity components: (In thousands) January 2025 Notes June 2025 Notes 2027 Notes 2028 Notes Transaction costs allocated to liability component $ 13,569 $ 5,052 $ 11,395 $ 16,811 Transaction costs allocated to equity component 5,340 2,311 6,632 7,642 Total transaction costs $ 18,909 $ 7,363 $ 18,027 $ 24,453 |
Schedule of Interest Expense | Interest expense includes the following: Year Ended December 31, (In thousands) 2020 2019 2018 Debt issuance costs amortization $ 4,207 $ 2,661 $ 2,273 Debt discount amortization 72,272 39,595 26,291 Loss on settlement of convertible notes 7,954 10,558 — Coupon interest expense 9,631 7,325 7,823 Total interest expense on convertible notes 94,064 60,139 36,387 Other interest expense 1,919 1,460 402 Total interest expense $ 95,983 $ 61,599 $ 36,789 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI) | The amount recognized in AOCI for the years ended December 31, 2020, 2019 and 2018 were as follows: (In thousands) Cumulative Unrealized Accumulated Balance, January 1, 2018 $ (61) $ (689) $ (750) Other comprehensive income (loss) before reclassifications 36 (1,025) (989) Amounts reclassified from accumulated other comprehensive loss — 317 317 Net current period change in accumulated other comprehensive income (loss) (1) 36 (708) (672) Balance at December 31, 2018 $ (25) $ (1,397) $ (1,422) Other comprehensive income (loss) before reclassifications — 681 681 Amounts reclassified from accumulated other comprehensive loss — 641 641 Net current period change in accumulated other comprehensive income (loss) (1) — 1,322 1,322 Balance at December 31, 2019 $ (25) $ (75) $ (100) Other comprehensive income (loss) before reclassifications — 771 771 Amounts reclassified from accumulated other comprehensive loss 25 — 25 Net current period change in accumulated other comprehensive income (loss) 25 771 796 Balance at Income tax expense related to items of other comprehensive income — (170) (170) Balance at December 31, 2020 $ — $ 526 $ 526 _________________________________ (1) There was no tax impact from the amounts recognized in AOCI for the years ended December 31, 2019 and 2018. |
Schedule of amounts reclassified from accumulated other comprehensive income (loss) | Amounts reclassified from accumulated other comprehensive loss for the years ended December 31, 2020, 2019 and 2018 were as follows: Year Ended December 31, Details about AOCI Components (In thousands) Affected Line Item in the 2020 2019 2018 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income $ — $ 641 $ 317 Foreign currency adjustment General and administrative 25 — — Total reclassifications $ 25 $ 641 $ 317 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of non-cash stock-based compensation expense by department | A summary of non-cash stock-based compensation expense by expense category included in the Company's consolidated statements of operations for the years ended December 31, 2020, 2019, and 2018 is as follows: Year Ended December 31, (In thousands) 2020 2019 2018 Cost of sales $ 12,852 $ 5,799 $ 3,531 Research and development 19,976 17,196 10,189 General and administrative 75,999 64,222 34,181 Sales and marketing 44,079 21,266 12,363 Total stock-based compensation $ 152,906 $ 108,483 $ 60,264 |
Schedule of valuation assumptions | The Company determines the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing mode, which utilizes several key assumptions which are disclosed in the following table: Year Ended December 31 2020 2019 2018 Option Plan Shares Risk-free interest rates 1.26% - 1.47% 2.54% - 2.59% 2.73% - 2.79% Expected term (in years) 6.15 6.28 5.45 - 6.44 Expected volatility 65.67% - 65.71% 64.95% - 64.99% 61.82% - 66.17% Dividend yield 0% 0% 0% The fair value of ESPP shares is based on the assumptions in the following table: Year Ended December 31, 2020 2019 2018 ESPP Shares Risk-free interest rates 0.11% - 0.2% 1.6% - 2.4% 2.1% - 2.8% Expected term (in years) 0.5 - 2 0.4 - 2 0.5 - 2 Expected volatility 61.59% - 89.0% 43.2% - 57.6% 51.7% - 65.4% Dividend yield 0% 0% 0% |
Summary of stock option activity under the Stock Plans | A summary of stock option activity under the Stock Plans is as follows: Options Shares Weighted Weighted Aggregate (Aggregate intrinsic value in thousands) Outstanding, January 1, 2020 2,700,293 $ 34.01 6.7 Granted 309,143 97.66 Exercised (707,013) 39.07 Forfeited (71,364) 82.76 Outstanding, December 31, 2020 2,231,059 $ 39.67 6.0 $ 207,090 Vested and expected to vest, December 31, 2020 2,231,059 $ 39.67 6.0 $ 207,090 Exercisable, December 31, 2020 1,399,721 $ 22.53 4.9 $ 153,912 _________________________________ (1) The weighted average grant date fair value of options granted during the years ended December 31, 2020, 2019, and 2018 was $58.57, $57.11, and $24.55. (2) The total intrinsic value of options exercised during the years ended December 31, 2020, 2019, and 2018 was $40.6 million, $52.0 million, and $53.0 million, respectively, determined as of the date of exercise. |
Summary of restricted stock and restricted stock unit activity under the Stock Plans | A summary of restricted stock and restricted stock unit activity is as follows: Restricted Weighted Outstanding, January 1, 2020 3,800,722 $ 58.68 Granted 2,236,535 92.55 Released (1) (1,731,631) 50.67 Forfeited (337,412) 81.36 Outstanding, December 31, 2020 3,968,214 $ 79.38 _________________________________ (1) The fair value of restricted stock units vested and converted to shares of the Company's common stock was $152.4 million, $173.8 million, and $63.8 million for the years ended December 31, 2020, 2019, and 2018, respectively. (2) The weighted average grant date fair value of the restricted stock units granted during the years ended December 31, 2019 and 2018 was $93.20, and $50.45, respectively. |
Share-based Payment Arrangement, Performance Shares, Activity | A summary of performance share unit activity is as follows: Performance Share Units (2) Weighted Outstanding, December 31, 2019 583,283 $ 93.40 Granted 35,232 90.17 Released (1) — — Forfeited — — Outstanding, December 31, 2020 618,515 $ 93.22 _________________________________ (1) The fair value of performance share units vested and converted to shares of the Company's common stock was $183.8 million for the year ended December 31, 2019. There were no performance share units vested and converted to shares of the Company's common stock during the years ended December 31, 2020 and 2018. (2) Participants may ultimately earn between zero and 200% of the target number of performance share units granted based on the degree of achievement of the performance criteria. The performance share units listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of December 31, 2020 was 158,958. (3) The weighted average grant date fair value of the performance share units granted during the years ended December 31, 2019 was $93.40. There were no performance share units granted during the year ended December 31, 2018. |
Schedule of shares of common stock issued | A summary of ESPP activity is as follows: Year Ended December 31, (in thousands, except share and per share amounts) 2020 2019 2018 Shares issued under the 2010 Purchase Plan 301,064 176,458 346,609 Cash received under the 2010 Purchase Plan $ 18,355 $ 8,396 $ 4,895 Weighted average fair value per share of stock purchase rights granted during the period $ 32.57 $ 29.21 $ 20.47 |
Schedule of Common Stock Issued | The 301,064 shares issued during the year ended December 31, 2020 were as follows: Offering period ended Number of Shares Weighted Average price per Share April 30, 2020 167,921 $ 57.95 November 2, 2020 133,143 $ 64.35 |
Summary of shares of authorized common stock reserved for issuance | The Company has reserved shares of its authorized common stock for issuance pursuant to its employee stock purchase and equity plans, including all outstanding stock option grants noted above at December 31, 2020, as follows: Shares reserved for issuance 2019 Stock Plan 11,898,737 2010 Purchase Plan 759,015 12,657,752 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Components of lease expense | The components of lease expense were as follows: Year Ended December 31, (In thousands) 2020 2019 Finance lease cost Amortization of right-of-use assets $ 1,935 $ 27 Interest on lease liabilities 383 2 Operating lease cost 22,551 9,200 Short-term lease cost 356 219 Variable lease cost 2,703 896 Total Lease Cost $ 27,928 $ 10,344 Year Ended December 31, (In thousands) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 17,531 $ 9,641 Operating cash flows from finance leases 381 1 Finance cash flows from finance leases 1,756 15 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) 13,261 51,030 Right-of-use assets obtained in exchange for new finance lease liabilities 20,349 237 Weighted-average remaining lease term - operating leases (in years) 8.75 9.80 Weighted-average remaining lease term - finance leases (in years) 3.68 1.20 Weighted-average discount rate - operating leases 6.80 % 6.80 % Weighted-average discount rate - finance leases 5.67 % 5.60 % _________________________________ (1) For the year ended December 31, 2019, this includes right-of-use assets obtained from the initial adoption of ASC 842 of approximately $17.9 million. |
Operating lease maturity | Maturities of operating lease liabilities on an annual basis as of December 31, 2020 were as follows (amounts in thousands): (In thousands) 2021 $ 19,881 2022 19,596 2023 21,306 2024 21,257 2025 19,338 Thereafter 79,141 Total minimum lease payments 180,519 Imputed interest (47,961) Total $ 132,558 |
Finance Lease, Liability, Fiscal Year Maturity | Maturities of finance lease liabilities on an annual basis as of December 31, 2020 were as follows (amounts in thousands): (In thousands) 2021 $ 5,674 2022 5,635 2023 5,525 2024 3,819 2025 53 Thereafter — Total minimum lease payments 20,706 Imputed interest (1,961) Total $ 18,745 |
BUSINESS COMBINATIONS AND ASSET
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of allocated to the underlying assets acquired and liabilities assumed | The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Preliminary Allocation Measurement Period Preliminary Allocation Net operating assets $ 6,133 $ (760) $ 5,373 Goodwill 29,695 736 30,431 Developed technology 7,800 — 7,800 Net operating liabilities (3,123) (80) (3,203) Total purchase price $ 40,505 $ (104) $ 40,401 The combination date fair value of the consideration transferred for Genomic Health was approximately $2.47 billion, which consisted of the following: (In thousands) Cash $ 1,061,489 Common stock issued 1,389,266 Fair value of replacement stock options and restricted stock awards 17,813 Total purchase price $ 2,468,568 The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Preliminary Allocation Measurement Period Final Allocation Cash and cash equivalents $ 87,627 $ — $ 87,627 Marketable securities 201,519 — 201,519 Accounts receivable 57,400 — 57,400 Inventory 3,535 — 3,535 Prepaid expenses and other current assets 8,360 — 8,360 Property, plant and equipment 69,905 (122) 69,783 Goodwill 1,185,918 4,044 1,189,962 Trade name 100,000 — 100,000 Supply agreement intangible 30,000 — 30,000 Developed technology 800,000 — 800,000 In-process research and development (IPR&D) 200,000 — 200,000 Operating lease right-of-use assets 80,790 — 80,790 Other long-term assets 14,972 (96) 14,876 Accounts payable, accrued liabilities and other current liabilities (88,995) 548 (88,447) Deferred tax liability (205,536) (4,374) (209,910) Operating lease liabilities, current portion (3,258) — (3,258) Operating lease liabilities, less current portion (71,270) — (71,270) Other long-term liabilities (2,399) — (2,399) Total fair value consideration $ 2,468,568 $ — $ 2,468,568 The following table summarizes the total consideration for the acquisition and the value of assets acquired and liabilities assumed as of October 26, 2020, the Merger closing date. These values are based on internal Company and independent external third-party valuations: (In thousands) Consideration Cash paid for acquisition of Base Genomics outstanding shares $ 416,525 Transaction costs 4,600 Total consideration 421,125 Assets acquired and liabilities assumed Cash 9,704 IPR&D asset 412,568 Other assets and liabilities (1,147) Net assets acquired $ 421,125 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Th e fair value of options assumed were based on the assumptions in the following table: Option Plan Shares Assumed Risk-free interest rates 0.88% - 2.90% Expected term (in years) 3.28 - 6.73 Expected volatility 63.54% - 69.09% Dividend yield 0% Weighted average fair value per share of options assumed $45.75 - $57.44 |
Schedule of valuation assumptions | The Company determines the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing mode, which utilizes several key assumptions which are disclosed in the following table: Year Ended December 31 2020 2019 2018 Option Plan Shares Risk-free interest rates 1.26% - 1.47% 2.54% - 2.59% 2.73% - 2.79% Expected term (in years) 6.15 6.28 5.45 - 6.44 Expected volatility 65.67% - 65.71% 64.95% - 64.99% 61.82% - 66.17% Dividend yield 0% 0% 0% The fair value of ESPP shares is based on the assumptions in the following table: Year Ended December 31, 2020 2019 2018 ESPP Shares Risk-free interest rates 0.11% - 0.2% 1.6% - 2.4% 2.1% - 2.8% Expected term (in years) 0.5 - 2 0.4 - 2 0.5 - 2 Expected volatility 61.59% - 89.0% 43.2% - 57.6% 51.7% - 65.4% Dividend yield 0% 0% 0% |
Business combination, pro forma information | The amounts of revenue and net loss before tax of Genomic Health included in the Company’s consolidated statement of operations from the combination date of November 8, 2019 to December 31, 2019 and for the year ended December 31, 2020 are as follows: (In thousands) 2020 2019 Total revenues $ 435,960 $ 66,174 Net loss before tax (254,162) (40,446) The following unaudited pro forma financial information summarized the combined results of operations for the Company and Genomic Health, as though the companies were combined as of the beginning of January 1, 2018. Year Ended December 31, (In thousands) 2019 2018 Total revenues $ 1,266,591 $ 848,573 Net loss before tax (252,203) (302,173) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location. Year Ended December 31, (In thousands) 2020 2019 2018 United States $ 1,413,907 $ 864,849 $ 454,462 Outside of United States 77,484 11,444 — Total revenues $ 1,491,391 $ 876,293 $ 454,462 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income (loss) before provision for taxes consisted of the following: Year Ended December 31, (In thousands) 2020 2019 2018 Income (loss) before income taxes: Domestic $ (451,067) $ (267,832) $ (175,275) Foreign (406,038) (1,019) 218 Total income (loss) before income taxes $ (857,105) $ (268,851) $ (175,057) |
Schedule of expense (benefit) for income taxes | The expense (benefit) for income taxes consists of: Year Ended December 31, (In thousands) 2020 2019 2018 Current expense (benefit): Federal $ (3) $ — $ — State 802 314 92 Foreign 933 (63) — Deferred tax expense (benefit): Federal (6,453) (169,727) — State (3,971) (15,397) — Foreign 120 15 — Total income tax expense (benefit) $ (8,572) $ (184,858) $ 92 |
Schedule of components of the net deferred tax asset | The components of the net deferred tax asset with the approximate income tax effect of each type of carryforward, credit and temporary differences are as follows: December 31, (In thousands) 2020 2019 Deferred tax assets: Operating loss carryforwards $ 369,642 $ 369,695 Tax credit carryforwards 64,760 51,030 Compensation related differences 48,349 33,378 Lease assets 31,938 30,782 Other temporary differences 6,136 7,049 Tax assets before valuation allowance 520,825 491,934 Less - Valuation allowance (157,629) (120,679) Total deferred tax assets $ 363,196 $ 371,255 Deferred tax liabilities Convertible notes $ (145,925) $ (83,163) Amortization (197,847) (270,421) Property, plant and equipment (4,580) (5,913) Lease liabilities (30,312) (29,586) Other temporary differences (4,078) (2,607) Total deferred tax liabilities (382,742) (391,690) Net deferred tax liabilities $ (19,546) $ (20,435) |
Summary of valuation allowance | Activity associated with the Company's valuation allowance is as follows: December 31, (In thousands) 2020 2019 2018 Balance as of January 1, $ (120,679) $ (209,868) $ (214,250) Valuation allowances established (108,944) (132,522) (52,855) Changes to existing valuation allowances 1,662 1,620 (2,744) Acquisition and purchase accounting (5,558) 183,730 (1,739) Additional paid-in-capital 75,890 36,361 61,720 Balance as of December 31, $ (157,629) $ (120,679) $ (209,868) |
Schedule of differences between the effective income tax rate and the statutory tax rate | The effective tax rate differs from the statutory tax rate due to the following: December 31, 2020 2019 2018 U.S. Federal statutory rate 21.0 % 21.0 % 21.0 % State taxes 1.9 5.8 3.4 Federal and state tax rate changes — (0.4) — Foreign tax rate differential (1.0) 0.6 — Acquired IPR&D asset expense (9.1) — — Research and development tax credits 1.6 1.1 1.9 Stock-based compensation expense 1.1 22.1 9.1 Non-deductible executive compensation (0.8) (4.1) (4.9) Transaction costs (0.1) (0.7) — Other adjustments (1.0) (0.6) 1.1 Valuation allowance (12.7) 24.0 (31.7) Effective tax rate 0.9 % 68.8 % (0.1) % |
Schedule of unrecognized tax benefits | The following is a tabular reconciliation of the amounts of unrecognized tax benefits: December 31, (In thousands) 2020 2019 2018 January 1, $ 10,276 $ 1,926 $ — Increase due to current year tax positions 3,600 2,142 392 Increase due to prior year tax positions 2,753 6,208 1,534 Decrease due to prior year tax positions — — — Settlements — — — December 31, $ 16,629 $ 10,276 $ 1,926 |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly statement of operations | The following table sets forth unaudited quarterly statements of operations data for each of the eight quarters ended December 31, 2020 and 2019. In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and contains all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the unaudited quarterly results for the periods presented. The quarterly data should be read in conjunction with the Company’s audited consolidated financial statements and the notes to the consolidated financial statements appearing elsewhere in this Form 10-K. Quarter Ended (3) March 31, June 30, September 30, December 31, (Amounts in thousands, except per share data) 2020 Revenue $ 347,821 $ 268,868 $ 408,363 $ 466,339 Cost of sales (exclusive of amortization of acquired intangible assets) 81,606 77,892 95,061 99,765 Amortization of acquired intangible assets (1) 20,464 20,555 20,555 20,553 Gross profit 245,751 170,421 292,747 346,021 Operating expenses, net (2) 328,124 237,430 496,082 761,323 Interest income and interest expense (25,056) (20,000) (21,059) (22,971) Income tax benefit 1,732 867 4,510 1,463 Net loss $ (105,697) $ (86,142) $ (219,884) $ (436,810) Net loss per share—basic $ (0.71) $ (0.58) $ (1.46) $ (2.79) Net loss per share—diluted $ (0.71) $ (0.58) $ (1.46) $ (2.79) Weighted average common shares outstanding—basic 148,151 149,727 150,155 156,470 Weighted average common shares outstanding—diluted 148,151 149,727 150,155 156,470 2019 Revenue $ 162,043 $ 199,870 $ 218,805 $ 295,575 Cost of sales (exclusive of amortization of acquired intangible assets) 42,827 51,139 52,335 70,416 Amortization of acquired intangible assets (1) 425 424 424 11,981 Gross profit 118,791 148,307 166,046 213,178 Operating expenses (2) 186,865 182,209 201,772 309,258 Interest income and interest expense (15,335) (5,043) (4,116) (10,575) Income tax benefit (expense) 470 443 (683) 184,628 Net income (loss) $ (82,939) $ (38,502) $ (40,525) $ 77,973 Net income (loss) per share—basic $ (0.66) $ (0.30) $ (0.31) $ 0.56 Net income (loss) per share—diluted $ (0.66) $ (0.30) $ (0.31) $ 0.54 Weighted average common shares outstanding—basic 126,248 129,182 129,567 139,901 Weighted average common shares outstanding—diluted 126,248 129,182 129,567 143,200 _________________________________ (1) Includes only amortization of acquired intangible assets identified as developed technology assets through purchase accounting transactions, which otherwise would have been allocated to cost of sales. (2) Consists of research and development, sales and marketing, general and administrative, and amortization of acquired intangible assets excluding acquired developed technology, which is included in the gross profit calculation above. This also includes intangible asset impairment charges and funding received as part of the CARES Act. Refer to Note 6 for further discussion on the intangible asset impairment charges recorded in the third quarter of 2020. Refer to Note 1 for further discussion on the funding received as part of the CARES Act in the second quarter of 2020. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Use of Estimates (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
CARES Act, grant payment received | $ 23.7 | $ 23.7 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 27,284 | 19,280 | 20,822 |
Shares Issued Upon Acquisition | |||
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 157 | 0 | 0 |
Employee And Non Employees Stock Option | |||
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 2,231 | 2,700 | 2,532 |
Restricted Stock | |||
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 3,968 | 3,801 | 3,847 |
Performance Shares | |||
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 619 | 583 | 2,399 |
Convertible Notes | |||
Common shares not included in the computation of diluted net loss per share | |||
Antidilutive shares (in shares) | 20,309 | 12,196 | 12,044 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Research and development | $ 554,052 | $ 139,694 | $ 67,285 |
Asset acquisition IPR&D expense | $ 412,568 | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Advertising expense | $ 93.2 | $ 88.7 | $ 93.7 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |
Operating lease, term extension | 10 years |
Operating lease, termination period | 1 year |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Operating lease, remaining lease term | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Concentration of Credit Risk | |||
Cash, uninsured amount | $ 237 | ||
Revenue | Customer Concentration Risk | Centers for Medicare and Medicaid Services | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 21.00% | 29.00% | 36.00% |
Revenue | Customer Concentration Risk | UnitedHealthcare | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 10.00% | 13.00% | 13.00% |
Revenue | Customer Concentration Risk | State of Wisconsin | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 12.00% | 0.00% | 0.00% |
Accounts Receivable | Customer Concentration Risk | Centers for Medicare and Medicaid Services | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 14.00% | 19.00% | 32.00% |
Accounts Receivable | Customer Concentration Risk | UnitedHealthcare | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 7.00% | 7.00% | 10.00% |
Accounts Receivable | Customer Concentration Risk | State of Wisconsin | |||
Concentration of Credit Risk | |||
Concentration risk (as a percent) | 22.00% | 0.00% | 0.00% |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Tax Positions (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation allowance | |||||||||||
Deferred tax asset valuation allowance | $ 157,629 | $ 120,679 | $ 157,629 | $ 120,679 | |||||||
Change in valuation allowance | 36,900 | (89,200) | |||||||||
Income tax benefit (expense) | $ 1,463 | $ 4,510 | $ 867 | $ 1,732 | $ 184,628 | $ (683) | $ 443 | $ 470 | $ 8,572 | $ 184,858 | $ (92) |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 25 | $ 0.6 | |
Deferred revenue, revenue recognized during period | 0.2 | 0.2 | |
COVID-19 | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | 24.2 | ||
Variable consideration | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized from changes in transaction price | $ 9.6 | $ 9.9 | $ 15 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | $ 1,491,391 | $ 876,293 | $ 454,462 |
Screening | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 815,067 | 810,120 | 454,462 |
Screening | Medicare Parts B & C | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 365,471 | 404,331 | 254,431 |
Screening | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 409,671 | 368,006 | 184,538 |
Screening | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 39,925 | 37,783 | 15,493 |
Precision Oncology | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 440,493 | 66,173 | 0 |
Precision Oncology | Medicare Parts B & C | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 157,166 | 24,325 | 0 |
Precision Oncology | Commercial | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 186,043 | 29,976 | 0 |
Precision Oncology | International | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 77,484 | 11,444 | 0 |
Precision Oncology | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | 19,800 | 428 | 0 |
COVID-19 Testing | |||
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | $ 235,831 | $ 0 | $ 0 |
MARKETABLE SECURITIES - Narrati
MARKETABLE SECURITIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash and Cash Equivalents [Abstract] | |||
Debt security, available for sale, realized gain | $ 0.1 | $ 3.4 | $ 0.4 |
Equity securities, realized gain | $ 0.2 | $ 0.2 | $ 0 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Marketable Securities [Line Items] | ||
Cash and cash equivalents, and restricted cash | $ 1,491,594 | $ 177,528 |
Marketable securities, Fair Value | 937,172 | 175,007 |
Equity securities | 1,521 | 1,716 |
Total marketable securities | 348,699 | 146,401 |
Total cash and cash equivalents, restricted cash and marketable securities | 1,840,293 | 323,929 |
Cash equivalents | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents, and restricted cash | 589,994 | |
Marketable securities, Fair Value | 589,994 | 30,322 |
Marketable securities | ||
Marketable Securities [Line Items] | ||
Marketable securities, Fair Value | 347,178 | 144,685 |
Cash and money market | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents, and restricted cash | 901,294 | 146,932 |
Restricted cash | ||
Marketable Securities [Line Items] | ||
Cash and cash equivalents, and restricted cash | $ 306 | $ 274 |
MARKETABLE SECURITIES - Sched_2
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Available-for-sale securities | ||
Amortized Cost | $ 936,476 | $ 175,082 |
Gains in Accumulated Other Comprehensive Income (Loss) | 696 | 12 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | (87) |
Estimated Fair Value | 937,172 | 175,007 |
Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 589,986 | 30,320 |
Gains in Accumulated Other Comprehensive Income (Loss) | 8 | 2 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 589,994 | 30,322 |
Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 346,490 | 144,762 |
Gains in Accumulated Other Comprehensive Income (Loss) | 688 | 10 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | (87) |
Estimated Fair Value | 347,178 | 144,685 |
U.S. government agency securities | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 589,986 | 30,320 |
Gains in Accumulated Other Comprehensive Income (Loss) | 8 | 2 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 589,994 | 30,322 |
U.S. government agency securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 207,119 | 140,745 |
Gains in Accumulated Other Comprehensive Income (Loss) | 52 | 10 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | (73) |
Estimated Fair Value | 207,171 | 140,682 |
Corporate bonds | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 132,301 | 4,017 |
Gains in Accumulated Other Comprehensive Income (Loss) | 612 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | (14) |
Estimated Fair Value | 132,913 | $ 4,003 |
Asset backed securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 7,070 | |
Gains in Accumulated Other Comprehensive Income (Loss) | 24 | |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | |
Estimated Fair Value | $ 7,094 |
MARKETABLE SECURITIES - Sched_3
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Available-for-sale securities | |
Due in one year or less, amortized cost | $ 890,811 |
Due in one year or less, fair value | 891,110 |
Due after one year through four years, Amortized Cost | 45,665 |
Due after one year through four years, Fair Value | 46,062 |
Cash equivalents | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 589,986 |
Due in one year or less, fair value | 589,994 |
Cash equivalents | U.S. government agency securities | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 589,986 |
Due in one year or less, fair value | 589,994 |
Marketable securities | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 300,825 |
Due in one year or less, fair value | 301,116 |
Due after one year through four years, Amortized Cost | 45,665 |
Due after one year through four years, Fair Value | 46,062 |
Marketable securities | U.S. government agency securities | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 199,988 |
Due in one year or less, fair value | 199,994 |
Due after one year through four years, Amortized Cost | 7,131 |
Due after one year through four years, Fair Value | 7,177 |
Marketable securities | Corporate bonds | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 100,837 |
Due in one year or less, fair value | 101,122 |
Due after one year through four years, Amortized Cost | 31,464 |
Due after one year through four years, Fair Value | 31,791 |
Marketable securities | Asset backed securities | |
Available-for-sale securities | |
Due in one year or less, amortized cost | 0 |
Due in one year or less, fair value | 0 |
Due after one year through four years, Amortized Cost | 7,070 |
Due after one year through four years, Fair Value | $ 7,094 |
MARKETABLE SECURITIES - Sched_4
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses And Fair Value of Available For Sale Securities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Marketable Securities [Line Items] | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | $ 144,685 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (87) |
Total fair value of available for sale securities in a continuous unrealized loss position for greater than twelve months | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | 0 |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 144,685 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (87) |
Marketable securities | Corporate bonds | |
Marketable Securities [Line Items] | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 4,003 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (14) |
Total fair value of available for sale securities in a continuous unrealized loss position for greater than twelve months | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | 0 |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 4,003 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (14) |
Marketable securities | Asset backed securities | |
Marketable Securities [Line Items] | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 140,682 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (73) |
Total fair value of available for sale securities in a continuous unrealized loss position for greater than twelve months | 0 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | 0 |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 140,682 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | $ (73) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 43,083 | $ 24,958 |
Semi-finished and finished goods | 49,182 | 36,766 |
Inventory | $ 92,265 | $ 61,724 |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 587,300 | $ 532,956 |
Accumulated depreciation | (136,617) | (77,631) |
Property, plant and equipment, net | 450,683 | 455,325 |
Land | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 4,466 | 4,466 |
Leasehold and building improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 117,865 | 80,352 |
Land improvements | ||
Property, plant and equipment | ||
Estimated Useful Life | 15 years | |
Property, plant and equipment, gross | $ 4,864 | 1,766 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 200,980 | 112,815 |
Buildings | Minimum | ||
Property, plant and equipment | ||
Estimated Useful Life | 30 years | |
Buildings | Maximum | ||
Property, plant and equipment | ||
Estimated Useful Life | 40 years | |
Computer equipment and computer software | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Property, plant and equipment, gross | $ 73,296 | 65,323 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 142,110 | 104,008 |
Laboratory equipment | Minimum | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Laboratory equipment | Maximum | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years | |
Furniture and fixtures | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 24,968 | 14,539 |
Furniture and fixtures | Minimum | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Furniture and fixtures | Maximum | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years | |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 18,751 | $ 149,687 |
PROPERTY, PLANT, AND EQUIPMEN_3
PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, plant and equipment | |||
Depreciation | $ 69,400 | $ 33,900 | $ 20,500 |
Property, plant and equipment, gross | 587,300 | 532,956 | |
Assets under construction | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 18,751 | 149,687 | |
Leasehold and building improvements | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 117,865 | 80,352 | |
Assets under construction | 3,200 | ||
Laboratory equipment | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 142,110 | 104,008 | |
Assets under construction | 7,600 | ||
Software projects | |||
Property, plant and equipment | |||
Assets under construction | 7,900 | ||
Furniture and fixtures | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | 24,968 | 14,539 | |
Assets under construction | 100 | ||
Buildings | |||
Property, plant and equipment | |||
Property, plant and equipment, gross | $ 200,980 | $ 112,815 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 960,133 | $ 963,690 |
Less: Accumulated amortization | (111,810) | (20,411) |
Finite-lived intangible assets, net | 848,323 | 943,279 |
Indefinite-lived intangible assets | 103 | |
Finite-lived and indefinite-lived intangible assets, gross | 960,236 | 1,163,961 |
Finite-lived and indefinite-lived intangible assets, net | $ 848,426 | 1,143,550 |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 200,000 | |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 271 | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 14 years 10 months 24 days | 15 years 10 months 24 days |
Finite-lived intangible assets, gross | $ 100,700 | $ 100,700 |
Less: Accumulated amortization | (7,258) | (961) |
Finite-lived intangible assets, net | $ 93,442 | $ 99,739 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 12 years 9 months 18 days | 13 years 9 months 18 days |
Finite-lived intangible assets, gross | $ 2,700 | $ 2,700 |
Less: Accumulated amortization | (404) | (224) |
Finite-lived intangible assets, net | $ 2,296 | $ 2,476 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years 8 months 12 days | 8 years 9 months 18 days |
Finite-lived intangible assets, gross | $ 10,441 | $ 22,690 |
Less: Accumulated amortization | (5,422) | (5,975) |
Finite-lived intangible assets, net | $ 5,019 | $ 16,715 |
Service Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 6 years 6 months | 7 years 6 months |
Finite-lived intangible assets, gross | $ 30,000 | $ 30,000 |
Less: Accumulated amortization | (4,527) | (571) |
Finite-lived intangible assets, net | $ 25,473 | $ 29,429 |
Acquired developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 9 years | 9 years 10 months 24 days |
Finite-lived intangible assets, gross | $ 814,171 | $ 806,371 |
Less: Accumulated amortization | (93,278) | (12,344) |
Finite-lived intangible assets, net | $ 720,893 | $ 794,027 |
Internally developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 2 years 2 months 12 days | 2 years 6 months |
Finite-lived intangible assets, gross | $ 2,121 | $ 1,229 |
Less: Accumulated amortization | (921) | (336) |
Finite-lived intangible assets, net | $ 1,200 | $ 893 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 93,401 | |
2022 | 93,196 | |
2023 | 92,876 | |
2024 | 92,422 | |
2025 | 91,374 | |
Thereafter | 385,054 | |
Finite-lived intangible assets, net | $ 848,323 | $ 943,279 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 08, 2020 | Mar. 03, 2020 | Nov. 08, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization of acquired intangibles | $ 93,398,000 | $ 16,035,000 | $ 2,540,000 | |||||
Intangible asset impairment charge | 209,666,000 | 0 | 0 | |||||
Finite-lived intangible assets, gross | 960,133,000 | 963,690,000 | ||||||
Finite-lived intangible assets, accumulated amortization | 111,810,000 | 20,411,000 | ||||||
Goodwill | 1,237,672,000 | 1,203,197,000 | 17,279,000 | |||||
Goodwill, impairment loss | 0 | $ 0 | $ 0 | |||||
Paradigm & Viomics | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 30,431,000 | $ 29,695,000 | ||||||
Genomic Health Inc | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 1,189,962,000 | $ 1,185,918,000 | ||||||
In-process research and development | Armune Biosciences Agreement | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible asset impairment charge | $ 9,700,000 | |||||||
Finite-lived intangible assets, gross | 12,200,000 | $ 12,200,000 | ||||||
Finite-lived intangible assets, accumulated amortization | $ 2,500,000 | 2,500,000 | ||||||
In-process research and development | Biocartis Agreement | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Intangible asset impairment charge | $ 200,000,000 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Carrying amount of goodwill | ||
Beginning of the period | $ 1,203,197 | $ 17,279 |
Acquisition | 30,431 | 1,185,918 |
Genomic Health acquisition adjustment | 4,044 | |
Ending of the period | $ 1,237,672 | 1,203,197 |
Sampleminded Inc | ||
Carrying amount of goodwill | ||
Beginning of the period | 2,000 | |
Biomatrica, Inc | ||
Carrying amount of goodwill | ||
Beginning of the period | $ 15,300 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | $ 1,491,594 | $ 177,528 |
Estimated Fair Value | 937,172 | 175,007 |
Equity securities | 1,521 | 1,716 |
Restricted cash | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 306 | 274 |
Fair Value, Recurring | ||
Fair value measurements | ||
Equity securities | 1,521 | 1,716 |
Contingent consideration | (2,477) | (2,879) |
Total | 1,837,816 | 321,050 |
Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 132,913 | 4,003 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 207,171 | 140,682 |
Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 7,094 | |
Fair Value, Recurring | Money Market Funds | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 901,294 | 146,932 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 589,994 | 30,322 |
Fair Value, Recurring | Restricted cash | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 306 | 274 |
Level 1 | Fair Value, Recurring | ||
Fair value measurements | ||
Equity securities | 1,521 | 1,716 |
Contingent consideration | 0 | 0 |
Total | 903,121 | 148,922 |
Level 1 | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Level 1 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Level 1 | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | |
Level 1 | Fair Value, Recurring | Money Market Funds | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 901,294 | 146,932 |
Level 1 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 0 | 0 |
Level 1 | Fair Value, Recurring | Restricted cash | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 306 | 274 |
Level 2 | Fair Value, Recurring | ||
Fair value measurements | ||
Equity securities | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 937,172 | 175,007 |
Level 2 | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 132,913 | 4,003 |
Level 2 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 207,171 | 140,682 |
Level 2 | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 7,094 | |
Level 2 | Fair Value, Recurring | Money Market Funds | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 0 | 0 |
Level 2 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 589,994 | 30,322 |
Level 2 | Fair Value, Recurring | Restricted cash | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 0 | 0 |
Level 3 | Fair Value, Recurring | ||
Fair value measurements | ||
Equity securities | 0 | 0 |
Contingent consideration | (2,477) | (2,879) |
Total | (2,477) | (2,879) |
Level 3 | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Level 3 | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | |
Level 3 | Fair Value, Recurring | Money Market Funds | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 0 | 0 |
Level 3 | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | 0 | 0 |
Level 3 | Fair Value, Recurring | Restricted cash | ||
Fair value measurements | ||
Cash and cash equivalents, and restricted cash | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 | |
Foreign Exchange Forward | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative, notional amount | $ 22.4 | $ 17.9 | |
Fair Value, Nonrecurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, fair value | 29.1 | 11.8 | |
Biomatrica, Inc | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Additional contingent consideration liability | 20 | ||
Epic Sciences | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, fair value | $ 10.8 | 10.8 | |
Investment owned (in shares) | 18,258,838 | ||
Thrive | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, fair value | $ 12.5 | 1 | |
Investment owned (in shares) | 5,025,764 | ||
Thrive | Series B Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned (in shares) | 4,000,000 | ||
Non-marketable equity investment | $ 10 | ||
Investment income, net | $ 1.5 | ||
Thrive | Series A Preferred Stock | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Non-marketable equity investment | $ 1 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Fair Value Disclosures [Abstract] | |
Beginning balance | $ (2,879) |
Changes in fair value | 325 |
Payments | 77 |
Ending balance | $ (2,477) |
FAIR VALUE - Long-Term Debt and
FAIR VALUE - Long-Term Debt and Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Carrying Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Construction loan | $ 23,661 | $ 24,866 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Construction loan | 23,661 | 24,866 |
2028 Convertible notes | Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 806,587 | 0 |
2028 Convertible notes | Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 1,526,625 | 0 |
2027 Convertible notes | Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 514,173 | 483,909 |
2027 Convertible notes | Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 992,306 | 843,741 |
2025 Convertible notes | Carrying Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | 255,464 | 319,696 |
2025 Convertible notes | Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible notes | $ 601,744 | $ 592,482 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Compensation | $ 117,273 | $ 95,166 |
Pfizer Promotion Agreement related costs | 46,937 | 33,230 |
Professional fees | 36,113 | 29,108 |
Other | 20,735 | 13,976 |
Assets under construction | 2,118 | 10,720 |
Research and trial related expenses | 5,911 | 8,368 |
Licenses | 4,517 | 2,761 |
Accrued liabilities | $ 233,604 | $ 193,329 |
LONG-TERM DEBT - Construction L
LONG-TERM DEBT - Construction Loan Agreement (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Nov. 30, 2017 | |
Future principal obligations | ||||
2021 | $ 1,319,000 | |||
2022 | 22,431,000 | |||
Total | $ 23,750,000 | |||
Construction Loans | ||||
Long-term debt | ||||
Face amount | $ 25,600,000 | |||
Amortization period | 20 years | |||
Initial investment | $ 16,400,000 | |||
Interest costs capitalized | 700,000 | |||
Long-term construction loan, current | 23,800,000 | $ 25,000,000 | ||
Debt issuance costs | $ 200,000 | |||
Debt instrument, covenant, liquidity required, minimum | $ 250,000,000 | |||
Construction Loans | 1-month LIBOR | ||||
Long-term debt | ||||
Variable rate | 2.25% | |||
Interest-only payment, period | 24 months | |||
Construction Loans | City Letter of Credit | ||||
Long-term debt | ||||
Borrowing capacity | $ 600,000 |
LONG-TERM DEBT - Tax Increment
LONG-TERM DEBT - Tax Increment Financing Loan Agreements (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)position | Dec. 31, 2019USD ($) | |
Long-term debt | ||
Time frame when amount will be repaid through property taxes | 2 years | |
Tax Increment Financing Loan Agreements | ||
Long-term debt | ||
Face amount | $ 4.6 | |
Number of jobs required to create and maintain | position | 500 | |
Term | 5 years | |
Tax Increment Financing Loan Agreements | Short-term other liabilities | ||
Long-term debt | ||
Proceeds from long term debt | $ 0 | $ 2.7 |
CONVERTIBLE DEBT - Schedule of
CONVERTIBLE DEBT - Schedule of Convertible Note Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Convertible notes, net, current portion | $ (255,464) | $ 0 | |
Net long-term convertible debt | $ 1,320,760 | 803,605 | |
2028 Convertible notes | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 0.375% | 0.375% | |
Effective interest rate (as a percent) | 5.20% | ||
Fair value of liability component at issuance | $ 790,608 | ||
Convertible notes payable, gross | 1,150,000 | 0 | |
Less: Debt discount | (328,372) | 0 | |
Less: Debt issuance costs | (15,041) | 0 | |
Unamortized discount | 328,372 | 0 | |
Debt issuance costs | $ 15,041 | 0 | |
2027 Convertible notes | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 0.375% | ||
Effective interest rate (as a percent) | 6.30% | ||
Fair value of liability component at issuance | $ 472,501 | ||
Convertible notes payable, gross | 747,500 | 747,500 | |
Less: Debt discount | (224,517) | (253,340) | |
Less: Debt issuance costs | (8,810) | (10,251) | |
Unamortized discount | 224,517 | 253,340 | |
Debt issuance costs | $ 8,810 | 10,251 | |
2025 Convertible notes | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 1.00% | ||
Effective interest rate (as a percent) | 6.00% | ||
Fair value of liability component at issuance | $ 227,103 | ||
Convertible notes payable, gross | 315,049 | 415,049 | |
Less: Debt discount | (55,796) | (89,123) | |
Less: Debt issuance costs | (3,789) | (6,230) | |
Fair value of liability component of 2025 notes | 654,800 | ||
Carrying amount of equity component of 2025 notes | 267,900 | ||
Unamortized discount | 55,796 | 89,123 | |
Debt issuance costs | 3,789 | 6,230 | |
Aggregate Convertible Notes | |||
Debt Instrument [Line Items] | |||
Convertible notes payable, gross | 2,212,549 | 1,162,549 | |
Less: Debt discount | (608,685) | (342,463) | |
Less: Debt issuance costs | (27,640) | (16,481) | |
Net convertible debt including current maturities | 1,576,224 | 803,605 | |
Convertible notes, net, current portion | (255,464) | 0 | |
Net long-term convertible debt | 1,320,760 | 803,605 | |
Unamortized discount | 608,685 | 342,463 | |
Debt issuance costs | $ 27,640 | $ 16,481 |
CONVERTIBLE DEBT - Issuances an
CONVERTIBLE DEBT - Issuances and Settlements (Details) - USD ($) shares in Millions | 1 Months Ended | 12 Months Ended | ||||||
Feb. 29, 2020 | Mar. 31, 2019 | Jun. 30, 2018 | Jan. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 01, 2020 | |
Debt Instrument [Line Items] | ||||||||
Net proceeds from issuance | $ 1,125,547,000 | $ 729,477,000 | $ 896,430,000 | |||||
Value of stock after conversion of convertible notes | 182,477,000 | |||||||
Settlement of convertible notes, net of tax | 64,199,000 | 300,768,000 | 0 | |||||
Loss on extinguishment of debt | $ 8,000,000 | $ 7,954,000 | $ 10,558,000 | $ 0 | ||||
2025 Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Stock issued in conversion of convertible notes (in shares) | 2.2 | |||||||
Value of stock after conversion of convertible notes | $ 182,400,000 | |||||||
Repayments of convertible debt in cash and by issuance of shares | 676,500,000 | |||||||
Repayments of debt | 493,400,000 | |||||||
Consideration settled on liability component of 2025 notes | 375,000,000 | |||||||
Settlement of convertible notes, net of tax | 300,800,000 | |||||||
Accrued interest on notes | 700,000 | |||||||
Loss on extinguishment of debt | 10,600,000 | |||||||
2025 Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 218,500,000 | $ 690,000,000 | ||||||
Interest rate (as a percent) | 1.00% | |||||||
Net proceeds from issuance | $ 225,300,000 | $ 671,100,000 | ||||||
Repayments of convertible debt | 150,100,000 | |||||||
Consideration settled on liability component of 2025 notes | $ 85,500,000 | |||||||
Settlement of convertible notes, net of tax | 64,200,000 | |||||||
Equity component, tax | 300,000 | |||||||
Accrued interest on notes | 100,000 | |||||||
Debt instrument, Amount Settled In Extinguishment | 100,000,000 | |||||||
2027 Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | 747,500,000 | |||||||
Interest rate (as a percent) | 0.375% | |||||||
Net proceeds from issuance | 729,500,000 | |||||||
2027 Convertible notes | 2025 Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of convertible debt | $ 494,100,000 | |||||||
2028 Convertible notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount | $ 1,150,000,000 | |||||||
Interest rate (as a percent) | 0.375% | 0.375% | ||||||
Net proceeds from issuance | $ 1,130,000,000 |
CONVERTIBLE DEBT - Summary of C
CONVERTIBLE DEBT - Summary of Conversion Features (Details) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended |
Dec. 31, 2019note | Dec. 31, 2020USD ($)$ / shares | |
Debt Instrument [Line Items] | ||
Repurchase price, as percentage of principal amount, if company undergoes change of control | 100 | |
Number of convertible notes converted during period | note | 55 | |
Shares issued, price per share (in usd per share) | $ 132.49 | |
2025 Convertible notes | ||
Debt Instrument [Line Items] | ||
Conversion rate, number of shares to be issued per $1,000 of principal amount | 13.26 | |
Conversion price per share of common stock | $ 75.43 | |
If-converted value in excess of principal | $ | $ 238.3 | |
2027 Convertible notes | ||
Debt Instrument [Line Items] | ||
Conversion rate, number of shares to be issued per $1,000 of principal amount | 8.96 | |
Conversion price per share of common stock | $ 111.66 | |
If-converted value in excess of principal | $ | $ 139.4 | |
2028 Convertible notes | ||
Debt Instrument [Line Items] | ||
Conversion rate, number of shares to be issued per $1,000 of principal amount | 8.21 | |
Conversion price per share of common stock | $ 121.84 | |
If-converted value in excess of principal | $ | $ 100.5 |
CONVERTIBLE DEBT - Ranking of C
CONVERTIBLE DEBT - Ranking of Convertible Notes (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
January 2025 Notes | |
Debt Instrument [Line Items] | |
Transaction costs allocated to liability component | $ 13,569 |
Transaction costs allocated to equity component | 5,340 |
Total transaction costs | 18,909 |
June 2025 Notes | |
Debt Instrument [Line Items] | |
Transaction costs allocated to liability component | 5,052 |
Transaction costs allocated to equity component | 2,311 |
Total transaction costs | 7,363 |
2027 Convertible notes | |
Debt Instrument [Line Items] | |
Transaction costs allocated to liability component | 11,395 |
Transaction costs allocated to equity component | 6,632 |
Total transaction costs | 18,027 |
2028 Convertible notes | |
Debt Instrument [Line Items] | |
Transaction costs allocated to liability component | 16,811 |
Transaction costs allocated to equity component | 7,642 |
Total transaction costs | $ 24,453 |
CONVERTIBLE DEBT - Schedule o_2
CONVERTIBLE DEBT - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Debt issuance costs amortization | $ 4,207 | $ 2,661 | $ 2,273 | |
Debt discount amortization | 72,272 | 39,595 | 26,291 | |
Loss on settlement of convertible notes | $ 8,000 | 7,954 | 10,558 | 0 |
Coupon interest expense | 9,631 | 7,325 | 7,823 | |
Total interest expense on convertible notes | 94,064 | 60,139 | 36,387 | |
Other interest expense | 1,919 | 1,460 | 402 | |
Interest Expense | $ 95,983 | $ 61,599 | $ 36,789 | |
2025 Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, remaining discount amortization period | 4 years 14 days | |||
2027 Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, remaining discount amortization period | 6 years 2 months 15 days | |||
2028 Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Convertible debt, remaining discount amortization period | 7 years 2 months 1 day |
LICENSE AND COLLABORATION AGR_2
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2020USD ($)installment | Jan. 31, 2016USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Research and development | $ 554,052 | $ 139,694 | $ 67,285 | ||
Licensing Agreements | Mayo | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
License fees payable in five annual installments | $ 6,300 | ||||
Number of annual installments in which license fees are payable | installment | 5 | ||||
License fee payments | $ 1,300 | ||||
Time period after the last licensed patent expires that the license agreement will remain in effect | 5 years | ||||
Licensing Agreements | Mayo | Sales Milestone Range One | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Amount agreed to be paid upon reaching the specified amount of net sales | $ 200 | ||||
Net sales of a licensed product | 5,000 | ||||
Licensing Agreements | Mayo | Sales Milestone Range Two | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Amount agreed to be paid upon reaching the specified amount of net sales | 800 | ||||
Net sales of a licensed product | 20,000 | ||||
Licensing Agreements | Mayo | Sales Milestone Range Three | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Amount agreed to be paid upon reaching the specified amount of net sales | 2,000 | ||||
Net sales of a licensed product | $ 50,000 | ||||
Licensing Agreements | Mayo | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Research and development | $ 3,900 | $ 4,800 | $ 4,500 |
LICENSE AND COLLABORATION AGR_3
LICENSE AND COLLABORATION AGREEMENTS - Epic Sciences (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Licensing Agreements | Epic Sciences | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Term of agreement | 10 years |
LICENSE AND COLLABORATION AGR_4
LICENSE AND COLLABORATION AGREEMENTS - Biocartis (Details) - Biocartis N.V. - USD ($) $ in Millions | 1 Months Ended | |||
Oct. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | Sep. 30, 2018 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
Investment owned (in shares) | 270,000 | |||
Investment owned, fair value | $ 1.5 | $ 4 | ||
Licensing Agreements | ||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||
One-time fee for a royalty-free, fully-paid, perpetual and assignable license to patents | $ 3.2 | |||
Early contract termination payment | $ 12 |
PFIZER PROMOTION AGREEMENT (Det
PFIZER PROMOTION AGREEMENT (Details) - Pfizer Inc - Manufactured Product, Other - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Charges for promotion, sales and marketing | $ 85.3 | $ 68.9 | $ 5.8 |
Service fee based on incremental gross profits over specified baselines and royalties | $ 51.2 | $ 68.5 | $ 4.8 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 08, 2019 | Oct. 31, 2020 | Mar. 31, 2020 | Nov. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 01, 2020 | Jun. 30, 2020 |
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Common stock, authorized shares (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | 400,000,000 | 200,000,000 | ||||||
Value of stock after conversion of convertible notes | $ 182,477 | ||||||||||
Business combination, consideration transferred | $ 2,470,000 | ||||||||||
Stock issued during period, value, acquisitions | $ 28,847 | $ 1,407,080 | $ 0 | ||||||||
Issuance of common stock to fund business combinations (in shares) | 400,000 | 17,000,000 | 386,293 | 17,046,159 | |||||||
Issuance of common stock, issuance costs | $ 400 | $ 441 | |||||||||
Sale of stock, number of shares issued in transaction (in shares) | 8,600,000 | ||||||||||
Sale of stock, price per share (in usd per share) | $ 101 | ||||||||||
Sale of stock, consideration received on transaction | $ 861,700 | ||||||||||
Underwriting discount and other stock issuance costs | $ 7,500 | ||||||||||
Genomic Health Inc | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Business combination, consideration transferred | 2,468,568 | 2,470,000 | |||||||||
Stock issued during period, value, acquisitions | $ 1,389,266 | $ 1,410,000 | |||||||||
Paradigm & Viomics | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Business combination, consideration transferred | $ 40,400 | ||||||||||
Stock issued during period, value, acquisitions | $ 32,200 | ||||||||||
Issuance of common stock to acquire business | $ 28,800 | ||||||||||
2025 Convertible notes | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Settlement of convertible notes (in shares) | 2,200,000 | ||||||||||
Value of stock after conversion of convertible notes | $ 182,400 | ||||||||||
Repayments of convertible debt in cash and by issuance of shares | 676,500 | ||||||||||
Repayments of debt | 493,400 | ||||||||||
2027 Convertible notes | 2025 Convertible notes | |||||||||||
Subsidiary or Equity Method Investee [Line Items] | |||||||||||
Repayments of debt in cash | $ 494,100 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 2,288,061 | $ 680,941 | $ 520,418 |
Other comprehensive income (loss) before reclassifications | 771 | 681 | (989) |
Amounts reclassified from accumulated other comprehensive loss | 25 | 641 | 317 |
Net current period change in accumulated other comprehensive income (loss) | 796 | 1,322 | (672) |
Income tax expense related to items of other comprehensive income | (170) | ||
Ending balance | 2,823,489 | 2,288,061 | 680,941 |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (100) | (1,422) | (750) |
Ending balance | 526 | (100) | (1,422) |
Cumulative Translation Adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (25) | (25) | (61) |
Other comprehensive income (loss) before reclassifications | 0 | 0 | 36 |
Amounts reclassified from accumulated other comprehensive loss | 25 | 0 | 0 |
Net current period change in accumulated other comprehensive income (loss) | 25 | 0 | 36 |
Income tax expense related to items of other comprehensive income | 0 | ||
Ending balance | 0 | (25) | (25) |
Unrealized Gain (Loss) on Securities | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (75) | (1,397) | (689) |
Other comprehensive income (loss) before reclassifications | 771 | 681 | (1,025) |
Amounts reclassified from accumulated other comprehensive loss | 0 | 641 | 317 |
Net current period change in accumulated other comprehensive income (loss) | 771 | 1,322 | (708) |
Income tax expense related to items of other comprehensive income | (170) | ||
Ending balance | $ 526 | $ (75) | $ (1,397) |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of amounts reclassified from AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in Accumulated Other Comprehensive Income (Loss) | |||
General and administrative | $ (481,716) | $ (352,453) | $ (178,016) |
Total reclassifications | 25 | 641 | 317 |
Reclassification Out Of Accumulated Other Comprehensive Income | Unrealized Gain (Loss) on Securities | |||
Changes in Accumulated Other Comprehensive Income (Loss) | |||
Investment income, net | 0 | 641 | 317 |
Reclassification Out Of Accumulated Other Comprehensive Income | Cumulative Translation Adjustment | |||
Changes in Accumulated Other Comprehensive Income (Loss) | |||
General and administrative | $ 25 | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock-Based Compensation Plans (Details) | Nov. 02, 2020$ / sharesshares | Apr. 30, 2020$ / sharesshares | Jul. 28, 2016shares | Jul. 24, 2014shares | Dec. 31, 2020USD ($)itemshares | Dec. 31, 2019shares | Dec. 31, 2018shares | Dec. 31, 2020shares |
Stock-based compensation | ||||||||
Shares outstanding (in shares) | 2,231,059 | 2,700,293 | 2,231,059 | |||||
Shares available for future grant (in shares) | 12,657,752 | 12,657,752 | ||||||
Stock Option And Incentive Plan 2000 | ||||||||
Stock-based compensation | ||||||||
Further grants or awards after termination of plan (in shares) | 0 | |||||||
Period by which all options to purchase common stock will accelerate upon an acquisition of the company | 1 year | |||||||
Stock Option And Incentive Plan 2000 | Employee And Non Employees Stock Option | ||||||||
Stock-based compensation | ||||||||
Expiration period from the date of grant | 10 years | |||||||
Shares outstanding (in shares) | 0 | 0 | ||||||
Stock Option And Incentive Plan 2000 | Employee And Non Employees Stock Option | Minimum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 3 years | |||||||
Stock Option And Incentive Plan 2000 | Employee And Non Employees Stock Option | Maximum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 4 years | |||||||
Stock Option And Incentive Plan 2000 | Restricted Stock | ||||||||
Stock-based compensation | ||||||||
Shares outstanding (in shares) | 0 | 0 | ||||||
Omnibus Long Term Incentive Plan 2010 | ||||||||
Stock-based compensation | ||||||||
Further grants or awards after termination of plan (in shares) | 0 | |||||||
Shares available for future grant (in shares) | 0 | 0 | ||||||
Omnibus Long Term Incentive Plan 2010 | Minimum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 3 years | |||||||
Omnibus Long Term Incentive Plan 2010 | Maximum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 4 years | |||||||
Omnibus Long Term Incentive Plan 2010 | Employee And Non Employees Stock Option | ||||||||
Stock-based compensation | ||||||||
Expiration period from the date of grant | 10 years | |||||||
Shares outstanding (in shares) | 1,763,865 | 1,763,865 | ||||||
Omnibus Long Term Incentive Plan 2010 | Restricted Stock | ||||||||
Stock-based compensation | ||||||||
Shares outstanding (in shares) | 2,138,282 | 2,138,282 | ||||||
Omnibus Long Term Incentive Plan 2019 | ||||||||
Stock-based compensation | ||||||||
Shares available for future grant (in shares) | 11,898,737 | 11,898,737 | ||||||
Omnibus Long Term Incentive Plan 2019 | Minimum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 3 years | |||||||
Omnibus Long Term Incentive Plan 2019 | Maximum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 4 years | |||||||
Omnibus Long Term Incentive Plan 2019 | Employee And Non Employees Stock Option | ||||||||
Stock-based compensation | ||||||||
Expiration period from the date of grant | 10 years | |||||||
Shares outstanding (in shares) | 467,194 | 467,194 | ||||||
Omnibus Long Term Incentive Plan 2019 | Restricted Stock | ||||||||
Stock-based compensation | ||||||||
Shares outstanding (in shares) | 2,388,415 | 2,388,415 | ||||||
Employee Stock Purchase Plan 2010 | ||||||||
Stock-based compensation | ||||||||
Shares available for future grant (in shares) | 759,015 | 759,015 | ||||||
Increase in number of shares reserved for issuance | 2,000,000 | 500,000 | ||||||
Option exercise price, expressed as a percentage of fair market value | 85.00% | |||||||
Maximum value of shares that an employee is permitted to purchase | $ | $ 25,000 | |||||||
Number of Shares (in shares) | 301,064 | 2,040,985 | ||||||
Employee Stock Purchase Plan 2010 | Offering Period End Date One | ||||||||
Stock-based compensation | ||||||||
Number of Shares (in shares) | 167,921 | |||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 57.95 | |||||||
Employee Stock Purchase Plan 2010 | Offering Period End Date Two | ||||||||
Stock-based compensation | ||||||||
Number of Shares (in shares) | 133,143 | |||||||
Weighted average price per share (in dollars per share) | $ / shares | $ 64.35 | |||||||
Employee Stock Purchase Plan 2010 | Minimum | ||||||||
Stock-based compensation | ||||||||
Number of hours per week of customary employment required to participate in the plan | item | 20 | |||||||
Number of months of customary employment required to participate in the plan | 5 months | |||||||
Percentage of employee's compensation to be deducted from the employee's pay | 1.00% | |||||||
Employee Stock Purchase Plan 2010 | Maximum | ||||||||
Stock-based compensation | ||||||||
Percentage of employee's compensation to be deducted from the employee's pay | 15.00% | |||||||
Employee Stock Purchase Plan 2010 | Employee Stock | ||||||||
Stock-based compensation | ||||||||
Number of Shares (in shares) | 301,064 | 176,458 | 346,609 | |||||
2016 Inducement Award Plan | ||||||||
Stock-based compensation | ||||||||
Further grants or awards after termination of plan (in shares) | 0 | |||||||
Expiration period from the date of grant | 10 years | |||||||
Shares available for future grant (in shares) | 0 | 0 | ||||||
2016 Inducement Award Plan | Minimum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 3 years | |||||||
2016 Inducement Award Plan | Maximum | ||||||||
Stock-based compensation | ||||||||
Vesting period | 4 years | |||||||
2016 Inducement Award Plan | Restricted Stock | ||||||||
Stock-based compensation | ||||||||
Shares outstanding (in shares) | 60,032 | 60,032 |
STOCK-BASED COMPENSATION - St_2
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) $ in Thousands | Apr. 25, 2018shares | Dec. 31, 2020USD ($)employeesshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 152,906 | $ 108,483 | $ 60,264 | |
Non-cash stock-based compensation expense | 3,900 | |||
Number of employees impacted by change in operational milestones | employees | 36 | |||
Employee And Non Employees Stock Option | ||||
Stock-based compensation expense | ||||
Accelerated vesting (in shares) | shares | 69,950 | |||
Employee And Non Employees Stock Option | Genomic Health Inc | ||||
Stock-based compensation expense | ||||
Accelerated vesting (in shares) | shares | 83,593 | 364,281 | ||
Restricted Shares and RSUs | ||||
Stock-based compensation expense | ||||
Accelerated vesting (in shares) | shares | 54,350 | |||
Restricted Shares and RSUs | Genomic Health Inc | ||||
Stock-based compensation expense | ||||
Non-cash stock-based compensation expense | $ 9,700 | $ 21,600 | ||
Accelerated vesting (in shares) | shares | 93,770 | 70,138 | ||
Cost of sales | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 12,852 | $ 5,799 | 3,531 | |
Research and Development Expense | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 19,976 | 17,196 | 10,189 | |
General and Administrative Expense | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | 75,999 | 64,222 | 34,181 | |
Selling and Marketing Expense | ||||
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 44,079 | $ 21,266 | $ 12,363 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Fair Value of Options and ESPP (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee And Non Employees Stock Option | |||
Valuation assumptions | |||
Risk-free interest rates, minimum | 1.26% | 2.54% | 2.73% |
Risk-free interest rates, maximum | 1.47% | 2.59% | 2.79% |
Expected term | 6 years 3 months 10 days | ||
Expected volatility, minimum (as a percent) | 65.67% | 64.95% | 61.82% |
Expected volatility, maximum (as a percent) | 65.71% | 64.99% | 66.17% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average fair value per share of options granted during the period (in dollars per share) | $ 58.57 | $ 57.11 | $ 24.55 |
Employee Stock | |||
Valuation assumptions | |||
Risk-free interest rates, minimum | 0.11% | 1.60% | 2.10% |
Risk-free interest rates, maximum | 0.20% | 2.40% | 2.80% |
Expected volatility, minimum (as a percent) | 61.59% | 43.20% | 51.70% |
Expected volatility, maximum (as a percent) | 89.00% | 57.60% | 65.40% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | Employee And Non Employees Stock Option | |||
Valuation assumptions | |||
Expected term | 5 years 5 months 12 days | ||
Minimum | Employee Stock | |||
Valuation assumptions | |||
Expected term | 6 months | 4 months 24 days | 6 months |
Maximum | Employee And Non Employees Stock Option | |||
Valuation assumptions | |||
Expected term | 6 years 1 month 24 days | 6 years 5 months 8 days | |
Maximum | Employee Stock | |||
Valuation assumptions | |||
Expected term | 2 years | 2 years | 2 years |
STOCK-BASED COMPENSATION - St_3
STOCK-BASED COMPENSATION - Stock Option, Restricted Stock, and Performance Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 126 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Stock-based compensation | ||||
Unrecognized compensation cost | $ 262,500 | $ 262,500 | ||
Weighted average period for recognition of unrecognized compensation cost | 2 years 7 months 17 days | |||
Proceeds from stock option exercises | $ 27,100 | $ 8,800 | $ 6,600 | |
Shares | ||||
Outstanding at the beginning of the period (in shares) | 2,700,293 | |||
Granted (in shares) | 309,143 | |||
Exercised (in shares) | (707,013) | |||
Forfeited (in shares) | (71,364) | |||
Outstanding at the end of the period (in shares) | 2,231,059 | 2,700,293 | 2,231,059 | |
Vested and expected to vest (in shares) | 2,231,059 | 2,231,059 | ||
Exercisable at the end of the period (in shares) | 1,399,721 | 1,399,721 | ||
Weighted Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 34.01 | |||
Granted (in dollars per share) | 97.66 | |||
Exercised (in dollars per share) | 39.07 | |||
Forfeited (in dollars per share) | 82.76 | |||
Outstanding at the end of the period (in dollars per share) | 39.67 | $ 34.01 | $ 39.67 | |
Vested and expected to vest (in dollars per share) | 39.67 | 39.67 | ||
Exercisable at the end of the period (in dollars per share) | $ 22.53 | $ 22.53 | ||
Weighted Average Remaining Contractual Term | ||||
Outstanding at the end of the period | 6 years | 6 years 8 months 12 days | ||
Vested and expected to vest at end of period | 6 years | |||
Exercisable at the end of the period | 4 years 10 months 24 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period | $ 207,090 | $ 207,090 | ||
Vested and expected to vest at the end of the period | 207,090 | 207,090 | ||
Exercisable at the end of the period | 153,912 | $ 153,912 | ||
Additional disclosures | ||||
Total intrinsic value of options exercised | $ 40,600 | $ 52,000 | $ 53,000 | |
Weighted Average Grant Date Fair Value | ||||
Performance share units, percentage earned, minimum | 0.00% | |||
Performance share units, percentage earned, maximum | 200.00% | |||
Restricted Shares and RSUs | ||||
Restricted Shares and Performance Shares | ||||
Outstanding at the beginning of the period (in shares) | 3,800,722 | |||
Granted (in shares) | 2,236,535 | |||
Released (in shares) | (1,731,631) | |||
Forfeited (in shares) | (337,412) | |||
Outstanding at the end of the period (in shares) | 3,968,214 | 3,800,722 | 3,968,214 | |
Weighted Average Grant Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 58.68 | |||
Granted (in dollars per share) | 92.55 | $ 93.20 | $ 50.45 | |
Released (in dollars per share) | 50.67 | |||
Forfeited (in dollars per share) | 81.36 | |||
Outstanding at the end of the period (in dollars per share) | $ 79.38 | $ 58.68 | $ 79.38 | |
Fair value of equity instruments other than options | $ 152,400 | $ 173,800 | $ 63,800 | |
Performance Shares | ||||
Restricted Shares and Performance Shares | ||||
Outstanding at the beginning of the period (in shares) | 583,283 | |||
Granted (in shares) | 35,232 | |||
Released (in shares) | 0 | |||
Forfeited (in shares) | 0 | |||
Outstanding at the end of the period (in shares) | 618,515 | 583,283 | 618,515 | |
Weighted Average Grant Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 93.40 | |||
Granted (in dollars per share) | 90.17 | $ 93.40 | ||
Released (in dollars per share) | 0 | |||
Forfeited (in dollars per share) | 0 | |||
Outstanding at the end of the period (in dollars per share) | $ 93.22 | $ 93.40 | $ 93.22 | |
Number of outstanding performance share units (in shares) | 158,958 | 158,958 | ||
Fair value of equity instruments other than options | $ 0 | $ 183,800 | $ 0 | |
Employee Stock Purchase Plan 2010 | ||||
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 301,064 | 2,040,985 |
STOCK-BASED COMPENSATION - Sc_2
STOCK-BASED COMPENSATION - Schedule of Share Issued During Period (Details) - Employee Stock Purchase Plan 2010 - $ / shares | Nov. 02, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2020 |
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 301,064 | 2,040,985 | ||
Offering Period End Date One | ||||
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 167,921 | |||
Weighted average price per share (in dollars per share) | $ 57.95 | |||
Offering Period End Date Two | ||||
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 133,143 | |||
Weighted average price per share (in dollars per share) | $ 64.35 |
STOCK-BASED COMPENSATION - Issu
STOCK-BASED COMPENSATION - Issuance of Stock Under ESPP (Details) - Employee Stock Purchase Plan 2010 - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 126 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 301,064 | 2,040,985 | ||
Employee Stock | ||||
Stock-based compensation | ||||
Stock issued under the Company's stock purchase plan (in shares) | 301,064 | 176,458 | 346,609 | |
Cash received under the 2010 Purchase Plan | $ 18,355 | $ 8,396 | $ 4,895 | |
Weighted average fair value per share of options granted during the period (in dollars per share) | $ 32.57 | $ 29.21 | $ 20.47 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Shares Reserved for Issuance (Details) | Dec. 31, 2020shares |
Shares reserved for issuance | |
Shares reserved for issuance (in shares) | 12,657,752 |
Employee Stock Purchase Plan 2019 | |
Shares reserved for issuance | |
Shares reserved for issuance (in shares) | 11,898,737 |
Employee Stock Purchase Plan 2010 | |
Shares reserved for issuance | |
Shares reserved for issuance (in shares) | 759,015 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finance lease cost | ||
Amortization of right-of-use assets | $ 1,935 | $ 27 |
Interest on lease liabilities | 383 | 2 |
Operating lease cost | 22,551 | 9,200 |
Short-term lease cost | 356 | 219 |
Variable lease cost | 2,703 | 896 |
Total Lease Cost | $ 27,928 | $ 10,344 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 17,531 | $ 9,641 |
Operating cash flows from finance leases | 381 | 1 |
Finance cash flows from finance leases | 1,756 | 15 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 13,261 | 51,030 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 20,349 | $ 237 |
Weighted-average remaining lease term - operating leases (in years) | 8 years 9 months | 9 years 9 months 18 days |
Weighted-average remaining lease term - finance leases (in years) | 3 years 8 months 4 days | 1 year 2 months 12 days |
Weighted-average discount rate - operating leases | 6.80% | 6.80% |
Weighted-average discount rate - finance leases | 5.67% | 5.60% |
ASU 2016-02 | ||
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 17,900 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Recognition of ROU assets | $ 125,947 | $ 126,444 | |
Recognition of lease liabilities | 132,558 | 126,600 | |
Operating lease liability, current | 11,483 | 7,891 | |
Operating lease liability, noncurrent | 121,075 | 118,665 | |
Finance lease, right-of-use asset | 20,600 | 300 | |
Finance lease obligations | 18,745 | 200 | |
Finance lease liability, current | 4,700 | 32 | |
Finance lease liability, noncurrent | 14,000 | $ 200 | |
Lease not yet commenced, liability | 8,300 | ||
Lease not yet commenced, asset | $ 8,200 | ||
Operating Leases, Rent Expense | $ 3,600 | ||
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES - Schedule of Maturities on Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 | $ 19,881 | |
2022 | 19,596 | |
2023 | 21,306 | |
2024 | 21,257 | |
2025 | 19,338 | |
Thereafter | 79,141 | |
Total minimum lease payments | 180,519 | |
Imputed interest | (47,961) | |
Total | $ 132,558 | $ 126,600 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES - Schedule of Maturities on Finance Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finance Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2021 | $ 5,674 | |
2022 | 5,635 | |
2023 | 5,525 | |
2024 | 3,819 | |
2025 | 53 | |
Thereafter | 0 | |
Total minimum lease payments | 20,706 | |
Imputed interest | (1,961) | |
Total | $ 18,745 | $ 200 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Matching contribution by employer | 100.00% | 100.00% | 100.00% |
Percentage of participant's salary matched by employer | 6.00% | 6.00% | 6.00% |
Compensation expense in connection with the 401 (k) Plan | $ 22.8 | $ 12.5 | $ 7.4 |
NEW MARKET TAX CREDIT (Details)
NEW MARKET TAX CREDIT (Details) - New Market Tax Credit Program $ in Millions | 3 Months Ended |
Dec. 31, 2014USD ($)facility | |
Disclosures related to New Market Tax Credit | |
Net proceeds received from financing arrangements | $ | $ 2.4 |
Number of facilities receiving working capital and capital improvements from financing agreements | facility | 1 |
WISCONSIN ECONOMIC DEVELOPMEN_2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDIT (Details) - Wisconsin Economic Development Tax Credit Agreement $ in Millions | 12 Months Ended | ||
Dec. 31, 2020USD ($)position | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Agreements | |||
Refundable tax credits earned | $ 9 | ||
Capital investment expenditures over specified period, requirement to earn the refundable tax credits | $ 26.3 | ||
Full-time positions that must be created over a specified time period to earn the refundable tax credits | position | 758 | ||
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed | 7 years | ||
Refundable tax credit received | $ 5.9 | ||
Refundable tax credit receivable | 3.1 | ||
Amortization of tax credits | 2.2 | $ 2.4 | $ 2.2 |
Prepaid expenses and other current assets | |||
Agreements | |||
Refundable tax credit receivable | 1.6 | ||
Other long-term assets | |||
Agreements | |||
Refundable tax credit receivable | 1.5 | ||
Short-term other liabilities | |||
Agreements | |||
Refundable tax credit, offsetting liability | $ 0 |
BUSINESS COMBINATIONS AND ASS_2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Business Combinations Narrative (Details) $ in Thousands | Mar. 03, 2020USD ($) | Nov. 08, 2019USD ($) | Mar. 31, 2020USD ($) | Nov. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2020USD ($)country | Dec. 31, 2020USD ($)country | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 08, 2020USD ($) |
Acquisition | ||||||||||
Business combination, consideration transferred | $ 2,470,000 | |||||||||
Consideration transferred, net of cash acquired | $ 6,658 | $ 973,861 | $ 17,908 | |||||||
Equity interests issued or issuable to previous investors | $ 8,400 | |||||||||
Weighted average period for recognition of unrecognized compensation cost | 2 years 7 months 17 days | |||||||||
Number of countries in which entity operates | country | 90 | 90 | ||||||||
Acquired developed technology | ||||||||||
Acquisition | ||||||||||
Developed technology useful life (in years) | 9 years | 9 years 10 months 24 days | ||||||||
Trade name | ||||||||||
Acquisition | ||||||||||
Developed technology useful life (in years) | 14 years 10 months 24 days | 15 years 10 months 24 days | ||||||||
Paradigm & Viomics | ||||||||||
Acquisition | ||||||||||
Business combination, consideration transferred | $ 40,400 | |||||||||
Consideration transferred, net of cash acquired | $ 8,200 | |||||||||
Issuance of common stock to acquire business | $ 28,800 | |||||||||
Amount of shares held for future issuance | 3,400 | $ 3,400 | ||||||||
Equity interests issued or issuable to previous investors, vesting period | 4 years | |||||||||
Intangible assets | $ 7,800 | $ 7,800 | 7,800 | |||||||
Paradigm & Viomics | Acquired developed technology | ||||||||||
Acquisition | ||||||||||
Developed technology useful life (in years) | 15 years | |||||||||
Genomic Health Inc | ||||||||||
Acquisition | ||||||||||
Business combination, consideration transferred | $ 2,468,568 | $ 2,470,000 | ||||||||
Acquisition related costs | $ 22,500 | |||||||||
Share conversion ratio | 0.76534 | |||||||||
Severance benefits expense | $ 32,100 | |||||||||
Genomic Health Inc | Options | ||||||||||
Acquisition | ||||||||||
Total consideration of stock options and restricted stock awards | $ 34,300 | |||||||||
Amount allocated to purchase consideration of stock options and restricted stock awards | 2,200 | |||||||||
Share based compensation, costs not yet recognized | $ 32,100 | |||||||||
Weighted average period for recognition of unrecognized compensation cost | 1 year 8 months 8 days | |||||||||
Genomic Health Inc | Restricted Stock | ||||||||||
Acquisition | ||||||||||
Total consideration of stock options and restricted stock awards | $ 42,300 | |||||||||
Amount allocated to purchase consideration of stock options and restricted stock awards | 15,600 | |||||||||
Share based compensation, costs not yet recognized | $ 26,700 | |||||||||
Weighted average period for recognition of unrecognized compensation cost | 2 years 1 month 13 days | |||||||||
Genomic Health Inc | Acquired developed technology | ||||||||||
Acquisition | ||||||||||
Developed technology useful life (in years) | 10 years | |||||||||
Intangible assets | $ 800,000 | $ 800,000 | ||||||||
Genomic Health Inc | Trade name | ||||||||||
Acquisition | ||||||||||
Developed technology useful life (in years) | 16 years | |||||||||
Intangible assets | $ 100,000 | 100,000 | ||||||||
Genomic Health Inc | In-process research and development | ||||||||||
Acquisition | ||||||||||
Intangible assets | $ 200,000 | $ 200,000 |
BUSINESS COMBINATIONS AND ASS_3
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed From Paradigm Diagnostics Acquisition (Details) - USD ($) $ in Thousands | 10 Months Ended | |||
Dec. 31, 2020 | Mar. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition | ||||
Goodwill | $ 1,237,672 | $ 1,203,197 | $ 17,279 | |
Paradigm & Viomics | ||||
Acquisition | ||||
Net operating assets | 5,373 | $ 6,133 | ||
Goodwill | 30,431 | 29,695 | ||
Intangible assets | 7,800 | 7,800 | ||
Net operating liabilities | (3,203) | (3,123) | ||
Net assets acquired | 40,401 | $ 40,505 | ||
Measurement Period Adjustments | ||||
Net operating assets | (760) | |||
Goodwill | 736 | |||
Developed technology | 0 | |||
Net operating liabilities | (80) | |||
Total purchase price | $ (104) |
BUSINESS COMBINATIONS AND ASS_4
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Business Combination Transferred for Genomic Health (Details) - USD ($) $ in Thousands | Nov. 08, 2019 | Nov. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisition | |||||
Stock issued during period, value, acquisitions | $ 28,847 | $ 1,407,080 | $ 0 | ||
Total purchase price | $ 2,470,000 | ||||
Genomic Health Inc | |||||
Acquisition | |||||
Cash investment | 1,061,489 | ||||
Stock issued during period, value, acquisitions | 1,389,266 | $ 1,410,000 | |||
Aggregate purchase price | 17,813 | ||||
Total purchase price | $ 2,468,568 | $ 2,470,000 |
BUSINESS COMBINATIONS AND ASS_5
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Assumptions on Fair Value of Options Assumed (Details) - Options | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Acquisition | |
Risk-free interest rates, minimum | 0.88% |
Risk-free interest rates, maximum | 2.90% |
Expected volatility, minimum (as a percent) | 63.54% |
Expected volatility, maximum (as a percent) | 69.09% |
Dividend yield | 0.00% |
Minimum | |
Acquisition | |
Expected term | 3 years 3 months 10 days |
Weighted average fair value per share of options granted during the period (in dollars per share) | $ 45.75 |
Maximum | |
Acquisition | |
Expected term | 6 years 8 months 23 days |
Weighted average fair value per share of options granted during the period (in dollars per share) | $ 57.44 |
BUSINESS COMBINATIONS AND ASS_6
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Business Combinations Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Nov. 08, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Nov. 08, 2019 | Dec. 31, 2018 | |
Acquisition | |||||
Goodwill | $ 1,237,672 | $ 1,203,197 | $ 17,279 | ||
Genomic Health Inc | |||||
Acquisition | |||||
Cash and cash equivalents | $ 87,627 | $ 87,627 | |||
Marketable securities | 201,519 | 201,519 | |||
Accounts receivable | 57,400 | 57,400 | |||
Inventory | 3,535 | 3,535 | |||
Prepaid expenses and other current assets | 8,360 | 8,360 | |||
Property, plant and equipment | 69,783 | 69,905 | |||
Goodwill | 1,189,962 | 1,185,918 | |||
Operating lease right-of-use assets | 80,790 | 80,790 | |||
Other long-term assets | 14,876 | 14,972 | |||
Accounts payable, accrued liabilities and other current liabilities | (88,447) | (88,995) | |||
Deferred tax liability | (209,910) | (205,536) | |||
Operating lease liabilities, current portion | (3,258) | (3,258) | |||
Operating lease liabilities, less current portion | (71,270) | (71,270) | |||
Other long-term liabilities | (2,399) | (2,399) | |||
Total fair value consideration | 2,468,568 | 2,468,568 | |||
Measurement Period Adjustments | |||||
Property, plant and equipment | (122) | ||||
Goodwill | 4,044 | ||||
Other long-term assets | (96) | ||||
Accounts payable, accrued liabilities and other current liabilities | 548 | ||||
Deferred tax liability | (4,374) | ||||
Total purchase price | 0 | ||||
Genomic Health Inc | Trade name | |||||
Acquisition | |||||
Intangible assets | 100,000 | 100,000 | |||
Genomic Health Inc | Supply Agreement | |||||
Acquisition | |||||
Intangible assets | 30,000 | 30,000 | |||
Genomic Health Inc | Acquired developed technology | |||||
Acquisition | |||||
Intangible assets | 800,000 | 800,000 | |||
Genomic Health Inc | In-process research and development | |||||
Acquisition | |||||
Intangible assets | $ 200,000 | $ 200,000 |
BUSINESS COMBINATIONS AND ASS_7
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Proforma Information (Details) - Genomic Health Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition | |||
Total revenues | $ 435,960 | $ 66,174 | |
Net loss before tax | $ (254,162) | (40,446) | |
Total revenues | 1,266,591 | $ 848,573 | |
Net loss before tax | $ (252,203) | $ (302,173) |
BUSINESS COMBINATIONS AND ASS_8
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Asset Acquisition Narrative (Details) - USD ($) $ in Thousands | Oct. 26, 2020 | Dec. 31, 2020 |
Business Combinations [Abstract] | ||
Cash paid for acquisition of Base Genomics outstanding shares | $ 416,525 | |
Transaction costs | $ 4,600 | $ 4,600 |
BUSINESS COMBINATIONS AND ASS_9
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Asset Acquisitions and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 26, 2020 | Dec. 31, 2020 |
Business Combinations [Abstract] | ||
Cash paid for acquisition of Base Genomics outstanding shares | $ 416,525 | |
Transaction costs | 4,600 | $ 4,600 |
Total consideration | 421,125 | |
Cash | 9,704 | |
IPR&D asset | 412,568 | |
Other assets and liabilities | (1,147) | |
Net assets acquired | $ 421,125 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 466,339 | $ 408,363 | $ 268,868 | $ 347,821 | $ 295,575 | $ 218,805 | $ 199,870 | $ 162,043 | $ 1,491,391 | $ 876,293 | $ 454,462 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,413,907 | 864,849 | 454,462 | ||||||||
Outside of United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 77,484 | $ 11,444 | $ 0 |
INCOME TAXES - Income (Loss) Be
INCOME TAXES - Income (Loss) Before Income Taxes, Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (451,067) | $ (267,832) | $ (175,275) |
Foreign | (406,038) | (1,019) | 218 |
Net loss before tax | $ (857,105) | $ (268,851) | $ (175,057) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Income tax benefit (expense) | $ 1,463,000 | $ 4,510,000 | $ 867,000 | $ 1,732,000 | $ 184,628,000 | $ (683,000) | $ 443,000 | $ 470,000 | $ 8,572,000 | $ 184,858,000 | $ (92,000) | |||
Deferred tax asset valuation allowance | $ 157,629,000 | $ 120,679,000 | ||||||||||||
Deferred tax liability | 19,546,000 | 20,435,000 | ||||||||||||
Change in valuation allowance | 36,900,000 | (89,200,000) | ||||||||||||
Unrecognized tax benefit that would impact effective tax rate | 16,600,000 | 10,300,000 | $ 1,900,000 | |||||||||||
Unrecognized tax benefits | 16,629,000 | 10,276,000 | 10,276,000 | 1,926,000 | 16,629,000 | 1,926,000 | 0 | 16,629,000 | 10,276,000 | 1,926,000 | ||||
Recognized interest or penalties | 0 | 0 | 0 | |||||||||||
Accrued interest or penalties | 0 | 0 | $ 0 | |||||||||||
Expense (benefit) for income taxes | ||||||||||||||
Total income tax expense (benefit) | (1,463,000) | $ (4,510,000) | $ (867,000) | (1,732,000) | (184,628,000) | $ 683,000 | $ (443,000) | (470,000) | $ (8,572,000) | $ (184,858,000) | $ 92,000 | |||
Deferred tax assets: | ||||||||||||||
Operating loss carryforwards | 369,642,000 | 369,695,000 | ||||||||||||
Tax credit carryforwards | 64,760,000 | 51,030,000 | ||||||||||||
Compensation related differences | 48,349,000 | 33,378,000 | ||||||||||||
Lease assets | 31,938,000 | 30,782,000 | ||||||||||||
Other temporary differences | 6,136,000 | 7,049,000 | ||||||||||||
Tax assets before valuation allowance | 520,825,000 | 491,934,000 | ||||||||||||
Less - Valuation allowance | (157,629,000) | (120,679,000) | ||||||||||||
Total deferred tax assets | 363,196,000 | 371,255,000 | ||||||||||||
Deferred tax liabilities | ||||||||||||||
Convertible notes | (145,925,000) | (83,163,000) | ||||||||||||
Amortization | (197,847,000) | (270,421,000) | ||||||||||||
Property, plant and equipment | (4,580,000) | (5,913,000) | ||||||||||||
Lease liabilities | (30,312,000) | (29,586,000) | ||||||||||||
Other temporary differences | (4,078,000) | (2,607,000) | ||||||||||||
Total deferred tax liabilities | (382,742,000) | (391,690,000) | ||||||||||||
Net deferred tax liabilities | (19,546,000) | $ (20,435,000) | ||||||||||||
Differences between the effective income tax rate and the statutory tax rate | ||||||||||||||
U.S. Federal statutory rate | 21.00% | 21.00% | 21.00% | |||||||||||
State taxes | 1.90% | 5.80% | 3.40% | |||||||||||
Federal and state tax rate changes | 0.00% | (0.40%) | 0.00% | |||||||||||
Foreign tax rate differential | (1.00%) | 0.60% | 0.00% | |||||||||||
Acquired IPR&D asset expense | (9.10%) | 0.00% | 0.00% | |||||||||||
Research and development tax credits | 1.60% | 1.10% | 1.90% | |||||||||||
Stock-based compensation expense | 1.10% | 22.10% | 9.10% | |||||||||||
Non-deductible executive compensation | (0.80%) | (4.10%) | (4.90%) | |||||||||||
Transaction costs | (0.10%) | (0.70%) | 0.00% | |||||||||||
Other adjustments | (1.00%) | (0.60%) | 1.10% | |||||||||||
Valuation allowance | (12.70%) | 24.00% | (31.70%) | |||||||||||
Effective tax rate | 0.90% | 68.80% | (0.10%) | |||||||||||
Reconciliation of the amounts of unrecognized tax benefits | ||||||||||||||
Beginning of the period | $ 10,276,000 | $ 1,926,000 | $ 10,276,000 | $ 1,926,000 | $ 0 | |||||||||
Increase due to current year tax positions | 3,600,000 | 2,142,000 | 392,000 | |||||||||||
Increase due to prior year tax positions | 2,753,000 | 6,208,000 | 1,534,000 | |||||||||||
Decrease due to prior year tax positions | 0 | 0 | 0 | |||||||||||
Settlements | 0 | 0 | 0 | |||||||||||
Ending of the period | $ 16,629,000 | $ 10,276,000 | 16,629,000 | 10,276,000 | 1,926,000 | |||||||||
Genomic Health Inc | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Income tax benefit (expense) | 8,600,000 | (185,100,000) | ||||||||||||
Expense (benefit) for income taxes | ||||||||||||||
Total income tax expense (benefit) | (8,600,000) | 185,100,000 | ||||||||||||
Federal | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Operating loss carryforwards | 1,550,000,000 | |||||||||||||
Expense (benefit) for income taxes | ||||||||||||||
Current expense (benefit): | (3,000) | 0 | 0 | |||||||||||
Deferred tax expense (benefit): | (6,453,000) | (169,727,000) | 0 | |||||||||||
Federal | Research | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Tax credit carryforwards | 54,300,000 | |||||||||||||
State | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Operating loss carryforwards | 709,200,000 | |||||||||||||
Expense (benefit) for income taxes | ||||||||||||||
Current expense (benefit): | 802,000 | 314,000 | 92,000 | |||||||||||
Deferred tax expense (benefit): | (3,971,000) | (15,397,000) | 0 | |||||||||||
State | Research | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Tax credit carryforwards | 34,000,000 | |||||||||||||
Foreign | ||||||||||||||
Operating Loss Carryforwards [Line Items] | ||||||||||||||
Operating loss carryforwards | $ 4,300,000 | |||||||||||||
Expense (benefit) for income taxes | ||||||||||||||
Current expense (benefit): | 933,000 | (63,000) | 0 | |||||||||||
Deferred tax expense (benefit): | $ 120,000 | $ 15,000 | $ 0 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Asset, Valuation Allowance RollForward (Details) - Deferred tax asset - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning balance | $ (120,679) | $ (209,868) | $ (214,250) |
Valuation allowances established | (108,944) | (132,522) | (52,855) |
Changes to existing valuation allowances | 1,662 | 1,620 | (2,744) |
Acquisition and purchase accounting | (5,558) | 183,730 | (1,739) |
Additional paid-in-capital | 75,890 | 36,361 | 61,720 |
Ending balance | $ (157,629) | $ (120,679) | $ (209,868) |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ in Thousands, € in Millions | Feb. 12, 2021USD ($)shares | Feb. 12, 2021EUR (€)shares | Jan. 11, 2021USD ($)shares | Jan. 11, 2021EUR (€)shares | Jan. 05, 2021USD ($) | Jan. 05, 2021EUR (€) | Nov. 08, 2019USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | |||||||||
Business combination, consideration transferred | $ 2,470,000 | ||||||||
Contingent consideration, liability | $ 2,477 | $ 2,879 | |||||||
Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock issued to acquire intangible assets, value | $ 27,300 | ||||||||
Subsequent Event | Translational Genomics Research Institute | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Purchases of intangible assets | $ 25,000 | ||||||||
Payment to acquire exclusive license (in shares) | shares | 191,336 | 191,336 | |||||||
Subsequent Event | Ashion Analytics | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Net sales of a licensed product | $ 500,000 | ||||||||
Cash investment | $ 72,000 | ||||||||
Equity issued to acquire business (in shares) | shares | 125,444 | 125,444 | |||||||
Subsequent Event | Sales Milestone Range One | Translational Genomics Research Institute | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 10 | ||||||||
Net sales of a licensed product | $ 100,000 | ||||||||
Subsequent Event | Sales Milestone Range One | Ashion Analytics | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 20 | ||||||||
Subsequent Event | Sales Milestone Range Two | Translational Genomics Research Institute | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 35 | ||||||||
Net sales of a licensed product | $ 250,000 | ||||||||
Subsequent Event | Sales Milestone Range Two | Ashion Analytics | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 30 | ||||||||
Thrive | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Business combination, consideration transferred | $ 1,700,000 | ||||||||
Business combination, percent of cash consideration transferred | 35.00% | ||||||||
Business combination, percent of equity consideration transferred | 65.00% | ||||||||
Contingent consideration, liability | $ 450,000 | ||||||||
Thrive | Subsequent Event | Sales Milestone Range One | John Hopkins License Agreement | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 10 | ||||||||
Net sales of a licensed product | 500,000 | ||||||||
Thrive | Subsequent Event | Sales Milestone Range Two | John Hopkins License Agreement | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | 15 | ||||||||
Net sales of a licensed product | 1,000,000 | ||||||||
Thrive | Subsequent Event | Sales Milestone Range Three | John Hopkins License Agreement | Licensing Agreements | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment contingent upon achievement of milestone | € | € 20 | ||||||||
Net sales of a licensed product | $ 1,500,000 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 466,339 | $ 408,363 | $ 268,868 | $ 347,821 | $ 295,575 | $ 218,805 | $ 199,870 | $ 162,043 | $ 1,491,391 | $ 876,293 | $ 454,462 |
Cost of sales (exclusive of amortization of acquired intangible assets) | 99,765 | 95,061 | 77,892 | 81,606 | 70,416 | 52,335 | 51,139 | 42,827 | 354,324 | 216,717 | 116,644 |
Amortization of acquired intangible assets | 20,553 | 20,555 | 20,555 | 20,464 | 11,981 | 424 | 424 | 425 | |||
Gross profit | 346,021 | 292,747 | 170,421 | 245,751 | 213,178 | 166,046 | 148,307 | 118,791 | |||
Operating expenses | 761,323 | 496,082 | 237,430 | 328,124 | 309,258 | 201,772 | 182,209 | 186,865 | |||
Interest income and interest expense | (22,971) | (21,059) | (20,000) | (25,056) | (10,575) | (4,116) | (5,043) | (15,335) | (89,086) | (35,069) | (15,586) |
Income tax benefit (expense) | 1,463 | 4,510 | 867 | 1,732 | 184,628 | (683) | 443 | 470 | 8,572 | 184,858 | (92) |
Net loss | $ (436,810) | $ (219,884) | $ (86,142) | $ (105,697) | $ 77,973 | $ (40,525) | $ (38,502) | $ (82,939) | $ (848,533) | $ (83,993) | $ (175,149) |
Net income (loss) per share, basic (in dollars per share) | $ (2.79) | $ (1.46) | $ (0.58) | $ (0.71) | $ 0.56 | $ (0.31) | $ (0.30) | $ (0.66) | |||
Net income (loss) per share, diluted (in dollars per share) | $ (2.79) | $ (1.46) | $ (0.58) | $ (0.71) | $ 0.54 | $ (0.31) | $ (0.30) | $ (0.66) | |||
Weighted average number of shares outstanding, basic (in shares) | 156,470 | 150,155 | 149,727 | 148,151 | 139,901 | 129,567 | 129,182 | 126,248 | |||
Weighted average number of shares outstanding, diluted (in shares) | 156,470 | 150,155 | 149,727 | 148,151 | 143,200 | 129,567 | 129,182 | 126,248 |