Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35092 | |
Entity Registrant Name | EXACT SCIENCES CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 02-0478229 | |
Entity Address, Address Line One | 5505 Endeavor Lane | |
Entity Address, City or Town | Madison | |
Entity Address, State or Province | WI | |
Entity Address, Postal Zip Code | 53719 | |
City Area Code | 608 | |
Local Phone Number | 535-8815 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | EXAS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 180,388,167 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001124140 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 421,365 | $ 242,493 |
Marketable securities | 277,282 | 389,564 |
Accounts receivable, net | 183,371 | 158,043 |
Inventory | 124,092 | 118,259 |
Prepaid expenses and other current assets | 85,274 | 73,898 |
Total current assets | 1,091,384 | 982,257 |
Long-term Assets: | ||
Property, plant and equipment, net | 684,574 | 684,756 |
Operating lease right-of-use assets | 156,782 | 167,003 |
Goodwill | 2,346,235 | 2,346,040 |
Intangible assets, net | 1,933,481 | 1,956,240 |
Other long-term assets, net | 91,872 | 90,577 |
Total assets | 6,304,328 | 6,226,873 |
Current liabilities: | ||
Accounts payable | 86,713 | 74,916 |
Accrued liabilities | 241,844 | 299,216 |
Operating lease liabilities, current portion | 30,014 | 28,366 |
Other current liabilities | 8,783 | 10,249 |
Total current liabilities | 367,354 | 412,747 |
Long-term liabilities: | ||
Convertible notes, net | 2,310,196 | 2,186,106 |
Long-term debt | 50,000 | 50,000 |
Other long-term liabilities | 344,380 | 352,459 |
Operating lease liabilities, less current portion | 174,690 | 182,399 |
Total liabilities | 3,246,620 | 3,183,711 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value Authorized—5,000,000; shares issued and outstanding—no shares at March 31, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—179,830,145 and 177,925,631 shares at March 31, 2023 and December 31, 2022 | 1,799 | 1,780 |
Additional paid-in capital | 6,396,805 | 6,311,644 |
Accumulated other comprehensive loss | (1,719) | (5,236) |
Accumulated deficit | (3,339,177) | (3,265,026) |
Total stockholders’ equity | 3,057,708 | 3,043,162 |
Total liabilities and stockholders’ equity | $ 6,304,328 | $ 6,226,873 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 179,830,145 | 177,925,631 |
Common stock, outstanding (in shares) | 179,830,145 | 177,925,631 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 602,450 | $ 486,571 |
Operating expenses | ||
Cost of sales (exclusive of amortization of acquired intangible assets) | 156,866 | 134,705 |
Research and development | 95,419 | 102,248 |
Sales and marketing | 186,964 | 232,181 |
General and administrative | 217,295 | 169,770 |
Amortization of acquired intangible assets | 22,928 | 24,654 |
Impairment of long-lived assets | 69 | 0 |
Total operating expenses | 679,541 | 663,558 |
Loss from operations | (77,091) | (176,987) |
Other income (expense) | ||
Investment income (loss), net | 490 | (1,487) |
Interest income (expense), net | 4,107 | (4,478) |
Total other income (expense) | 4,597 | (5,965) |
Net loss before tax | (72,494) | (182,952) |
Income tax benefit (expense) | (1,657) | 2,015 |
Net loss | $ (74,151) | $ (180,937) |
Net loss per share—basic (in usd per share) | $ (0.42) | $ (1.04) |
Net loss per share—diluted (in usd per share) | $ (0.42) | $ (1.04) |
Weighted average common shares outstanding—basic (in shares) | 178,574 | 174,417 |
Weighted average common shares outstanding—diluted (in shares) | 178,574 | 174,417 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (74,151) | $ (180,937) |
Other comprehensive loss, net of tax: | ||
Unrealized gain (loss) on available-for-sale investments | 2,967 | (4,967) |
Foreign currency translation adjustment | 550 | (237) |
Comprehensive loss | $ (70,634) | $ (186,141) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2021 | 173,674,067 | ||||
Beginning balance at Dec. 31, 2021 | $ 3,387,636 | $ 1,738 | $ 6,028,861 | $ (1,443) | $ (2,641,520) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 485,537 | ||||
Exercise of common stock options | 4,282 | $ 5 | 4,277 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 1,391,797 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 52,441 | $ 14 | 52,427 | ||
Other | (7) | (7) | |||
Other (in shares) | 7 | ||||
Net loss | (180,937) | (180,937) | |||
Other comprehensive income (loss) | (5,204) | (5,204) | |||
Ending balance (in shares) at Mar. 31, 2022 | 175,551,408 | ||||
Ending balance at Mar. 31, 2022 | $ 3,258,211 | $ 1,757 | 6,085,558 | (6,647) | (2,822,457) |
Beginning balance (in shares) at Dec. 31, 2022 | 177,925,631 | 177,925,631 | |||
Beginning balance at Dec. 31, 2022 | $ 3,043,162 | $ 1,780 | 6,311,644 | (5,236) | (3,265,026) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 88,228 | ||||
Exercise of common stock options | 964 | $ 1 | 963 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 517,215 | ||||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 1,299,071 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 49,139 | $ 13 | 49,126 | ||
Issuance of common stock to fund the Company's 401(k) match | 35,077 | $ 5 | 35,072 | ||
Net loss | (74,151) | (74,151) | |||
Other comprehensive income (loss) | $ 3,517 | 3,517 | |||
Ending balance (in shares) at Mar. 31, 2023 | 179,830,145 | 179,830,145 | |||
Ending balance at Mar. 31, 2023 | $ 3,057,708 | $ 1,799 | $ 6,396,805 | $ (1,719) | $ (3,339,177) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | |
Cash flows from operating activities: | ||
Net loss | $ (74,151) | $ (180,937) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 26,815 | 22,993 |
Loss on disposal of property, plant and equipment | 284 | 321 |
Unrealized loss on equity investments | 3,009 | 1,350 |
Deferred tax expense (benefit) | 1,261 | (1,912) |
Stock-based compensation | 49,139 | 52,441 |
Gain on settlements of convertible notes, net | 10,324 | 0 |
Amortization of deferred financing costs, convertible note debt discount and issuance costs, and other liabilities | 1,783 | 1,700 |
Accretion (Amortization) of discount (premium) on short-term investments | (54) | 956 |
Amortization of acquired intangible assets | 22,928 | 24,654 |
Impairment of long-lived assets | 69 | 0 |
Remeasurement of contingent consideration | (8,937) | (26,680) |
Non-cash lease expense | 6,806 | 7,363 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (25,434) | 11,020 |
Inventory, net | (5,827) | (7,964) |
Operating lease liabilities | (5,982) | (5,177) |
Accounts payable and accrued liabilities | (4,817) | (66,048) |
Other assets | 13,622 | 6,619 |
Other liabilities | (1,161) | (1,215) |
Net cash used in operating activities | (38,215) | (173,754) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (8,589) | (70,267) |
Maturities and sales of marketable securities | 121,332 | 150,630 |
Purchases of property, plant and equipment | (29,360) | (33,623) |
Investments in privately held companies | (442) | (1,172) |
Other investing activities | 0 | (7) |
Net cash provided by investing activities | 82,941 | 45,561 |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 964 | 4,282 |
Net proceeds from issuance | 137,976 | 0 |
Other financing activities | (5,344) | (1,547) |
Net cash provided by financing activities | 133,596 | 2,735 |
Effects of exchange rate changes on cash and cash equivalents | 550 | (237) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 178,872 | (125,695) |
Cash, cash equivalents and restricted cash, beginning of period | 242,790 | 315,768 |
Cash, cash equivalents and restricted cash, end of period | 421,662 | 190,073 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment acquired but not paid | 10,548 | 31,491 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 6,442 | 5,133 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 421,365 | 189,776 |
Restricted cash — included in prepaid expenses and other current assets as of March 31, 2023, and other long-term assets, net as of March 31, 2022 | 297 | 297 |
Total cash, cash equivalents and restricted cash | $ 421,662 | $ 190,073 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
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 diagnostics company. It has developed some of the most impactful tests 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 condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K (the “2022 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2022 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2022 Form 10-K. Use of Estimates The preparation of the condensed consolidated financial statements in conformity with 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 intangible assets and goodwill, and accounting for income taxes among others. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2022 Form 10-K. The spread of the coronavirus (“COVID-19”) and the macroeconomic conditions including inflation and fluctuations in foreign currency exchange rates has affected many segments of the global economy, including the cancer screening and diagnostics industry. The Company expects these matters to have an impact on operations, however, the ultimate impact presents uncertainty and depends on factors beyond the Company’s knowledge or control, including the duration and severity, as well as third-party actions taken. The Company continues to use the best information available to inform its accounting estimates in light of these uncertainties. Significant Accounting Policies During the three months ended March 31, 2023, there were no changes to the Company’s significant accounting policies as described in the Company’s 2022 Form 10-K. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. Recent Accounting Pronouncements The Company did not adopt any accounting standards updates (“ASU”) released by the Financial Accounting Standards Board (“FASB”) in the first quarter of 2023. In addition, there are no ASUs not yet adopted that are expected to impact the Company. 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: March 31, (In thousands) 2023 2022 Shares issuable upon conversion of convertible notes 23,231 20,309 Shares issuable upon the release of restricted stock awards 6,877 6,991 Shares issuable upon the release of performance share units 1,671 963 Shares issuable upon exercise of stock options 1,416 1,790 Shares issuable in connection with acquisitions — 45 33,195 30,098 |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard, Oncotype®, and COVID-19 tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider. The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, (In thousands) 2023 2022 Screening Medicare Parts B & C $ 171,730 $ 113,755 Commercial 233,033 161,680 Other 38,432 31,087 Total Screening 443,195 306,522 Precision Oncology Medicare Parts B & C $ 47,381 $ 52,565 Commercial 44,932 46,062 International 37,268 29,560 Other 25,851 24,433 Total Precision Oncology 155,432 152,620 COVID-19 Testing $ 3,823 $ 27,429 Total $ 602,450 $ 486,571 Screening revenue primarily includes laboratory service revenue from Cologuard and PreventionGenetics LLC (“PreventionGenetics”) tests while Precision Oncology revenue includes laboratory service revenue from global Oncotype products and therapy selection products. At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. The Company recognized revenue from a change in transaction price of $11.7 million and $4.2 million for the three months ended March 31, 2023 and 2022, respectively. The Company’s deferred revenue, which is reported in other current liabilities in the Company’s condensed consolidated balance sheets, was not material as of March 31, 2023 and December 31, 2022. Revenue recognized for the three months ended March 31, 2023 and 2022, respectively, which was included in the deferred revenue balance at the beginning of the period, was not material. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
MARKETABLE SECURITIES | MARKETABLE SECURITIES The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2023 and December 31, 2022: (In thousands) March 31, 2023 December 31, 2022 Cash and cash equivalents Cash and money market $ 351,549 $ 178,168 Cash equivalents 69,816 64,325 Total cash and cash equivalents 421,365 242,493 Marketable securities Available-for-sale debt securities $ 274,694 $ 384,415 Equity securities 2,588 5,149 Total marketable securities 277,282 389,564 Total cash, cash equivalents and marketable securities $ 698,647 $ 632,057 Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2023, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 68,081 $ — $ — $ 68,081 U.S. government agency securities 1,735 — — 1,735 Total cash equivalents 69,816 — — 69,816 Marketable securities U.S. government agency securities $ 147,979 $ 16 $ (909) $ 147,086 Corporate bonds 97,378 18 (948) 96,448 Asset backed securities 31,659 106 (605) 31,160 Total marketable securities 277,016 140 (2,462) 274,694 Total available-for-sale securities $ 346,832 $ 140 $ (2,462) $ 344,510 ______________ (1) There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”). Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2022, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 63,021 $ — $ — $ 63,021 U.S. government agency securities 1,304 — — 1,304 Total cash equivalents 64,325 — — 64,325 Marketable securities U.S. government agency securities $ 228,012 $ — $ (2,789) $ 225,223 Corporate bonds 116,318 20 (1,667) 114,671 Asset backed securities 45,374 2 (855) 44,521 Total marketable securities 389,704 22 (5,311) 384,415 Total available-for-sale securities $ 454,029 $ 22 $ (5,311) $ 448,740 ______________ (1) There was no tax impact from the gains and losses in AOCI. The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2023: Due one year or less Due after one year through five years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents Commercial paper $ 68,081 $ 68,081 $ — $ — U.S. government agency securities 1,735 1,735 — — Total cash equivalents 69,816 69,816 — — Marketable securities U.S. government agency securities $ 138,322 $ 137,423 $ 9,657 $ 9,663 Corporate bonds 82,071 81,169 15,307 15,279 Asset backed securities 1,191 1,189 30,468 29,971 Total marketable securities 221,584 219,781 55,432 54,913 Total available-for-sale securities $ 291,400 $ 289,597 $ 55,432 $ 54,913 The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2023, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position: Less than one year One year or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Marketable securities U.S. government agency securities $ 35,897 $ (161) $ 103,474 $ (748) $ 139,371 $ (909) Corporate bonds 16,430 (61) 71,885 (887) 88,315 (948) Asset backed securities 10,767 (100) 18,544 (505) 29,311 (605) Total available-for-sale securities $ 63,094 $ (322) $ 193,903 $ (2,140) $ 256,997 $ (2,462) |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following: (In thousands) March 31, 2023 December 31, 2022 Raw materials $ 63,433 $ 61,207 Semi-finished and finished goods 60,659 57,052 Total inventory $ 124,092 $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT The carrying value and estimated useful lives of property, plant and equipment are as follows: (In thousands) Estimated Useful Life March 31, 2023 December 31, 2022 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 200,314 200,588 Land improvements 15 years 6,613 6,417 Buildings 30 - 40 years 290,121 288,941 Computer equipment and computer software 3 years 148,798 142,896 Laboratory equipment 3 - 10 years 253,926 246,344 Furniture and fixtures 3 - 10 years 34,601 34,047 Assets under construction n/a 79,648 68,398 Property, plant and equipment, at cost 1,018,737 992,347 Accumulated depreciation (334,163) (307,591) Property, plant and equipment, net $ 684,574 $ 684,756 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. Depreciation expense for the three months ended March 31, 2023 and 2022 was $26.8 million and $23.0 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at March 31, 2023 Finite-lived intangible assets Trade name 12.3 $ 104,000 $ (22,465) $ 81,535 Customer relationships 7.8 4,000 (556) 3,444 Patents and licenses 4.1 11,542 (8,514) 3,028 Acquired developed technology (1) 7.5 861,644 (266,170) 595,474 Total finite-lived intangible assets 981,186 (297,705) 683,481 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,231,186 $ (297,705) $ 1,933,481 The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2022: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net balance at December 31, 2022 Finite-lived intangible assets Trade name 12.5 $ 104,000 $ (20,653) $ 83,347 Customer relationships 8.0 4,000 (444) 3,556 Patents and licenses 4.2 11,542 (8,152) 3,390 Acquired developed technology (1) 7.8 861,474 (245,527) 615,947 Total finite-lived intangible assets 981,016 (274,776) 706,240 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,231,016 $ (274,776) $ 1,956,240 ______________ (1) The gross carrying amount includes an immaterial foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”), whose functional currency is also its local currency. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income. As of March 31, 2023, 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) 2023 (remaining nine months) $ 68,786 2024 91,378 2025 90,331 2026 89,271 2027 89,271 Thereafter 254,444 $ 683,481 The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives. Goodwill The change in the carrying amount of goodwill for the periods ended March 31, 2023 and December 31, 2022 is as follows: (In thousands) Balance, January 1, 2022 $ 2,335,172 OmicEra acquisition 10,809 PreventionGenetics acquisition adjustment (58) Effects of changes in foreign currency exchange rates (1) 117 Balance, December 31, 2022 2,346,040 Effects of changes in foreign currency exchange rates (1) 195 Balance March 31, 2023 $ 2,346,235 ______________ (1) Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income. There were no impairment losses for the three months ended March 31, 2023 and 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents, and restricted cash Cash and money market $ 351,549 $ 351,549 $ — $ — Commercial paper 68,081 — 68,081 — U.S. government agency securities 1,735 — 1,735 — Restricted cash 297 297 — — Marketable securities U.S. government agency securities $ 147,086 $ — $ 147,086 $ — Corporate bonds 96,448 — 96,448 — Asset backed securities 31,160 — 31,160 — Equity securities 2,588 2,588 — — Non-marketable securities $ 10,190 $ — $ — $ 10,190 Liabilities Contingent consideration $ (297,990) $ — $ — $ (297,990) Total $ 411,144 $ 354,434 $ 344,510 $ (287,800) The following table presents the Company’s fair value measurements as of December 31, 2022 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, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents Cash and money market $ 178,168 $ 178,168 $ — $ — Commercial paper 63,021 — 63,021 — U.S. government agency securities 1,304 — 1,304 — Restricted cash 297 297 — — Marketable securities U.S. government agency securities $ 225,223 $ — $ 225,223 $ — Corporate bonds 114,671 — 114,671 — Asset backed securities 44,521 — 44,521 — Equity securities 5,149 5,149 — — Non-marketable securities $ 10,065 $ — $ — $ 10,065 Liabilities Contingent consideration $ (306,927) $ — $ — $ (306,927) Total $ 335,492 $ 183,614 $ 448,740 $ (296,862) There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2023. 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. Contingent Consideration Liabilities The fair value of the contingent consideration liabilities as of March 31, 2023 and December 31, 2022 was $298.0 million and $306.9 million, respectively, which was recorded in other long-term liabilities in the condensed consolidated balance sheets. The following table provides a reconciliation of the beginning and ending balances of contingent consideration: (In thousands) Contingent Consideration Beginning balance, January 1, 2023 $ 306,927 Changes in fair value (1) (8,937) Ending balance, March 31, 2023 $ 297,990 ______________ (1) The change in fair value of the contingent consideration liability for the three months ended March 31, 2022 was a reduction of $26.7 million. This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $297.9 million and $306.8 million as of March 31, 2023 and December 31, 2022, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 91% as of March 31, 2023 and December 31, 2022, and a weighted average present-value factor of 6.1% and 6.2% as of March 31, 2023 and December 31, 2022, respectively. The projected fiscal year of payment range is from 2024 to 2029. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities. The fair value of the contingent consideration liability related to certain revenue milestones associated with the Biomatrica acquisition was not material as of March 31, 2023 and December 31, 2022. The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone. Non-Marketable Equity Investments As of March 31, 2023 and December 31, 2022, the aggregate carrying amounts of the Company’s non-marketable equity securities without readily determinable fair values were $39.4 million and $39.8 million, respectively, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets. Since initial recognition of these investments, there have been no upward or downward adjustments made on these investments since initial recognition. The Company has committed capital to venture capital investment funds (the “Funds”) of $17.5 million, of which $13.3 million remained callable through 2033 as of March 31, 2023. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $4.2 million and $3.9 million as of March 31, 2023 and December 31, 2022, respectively. Derivative Financial Instruments The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2023 and December 31, 2022, the Company had open foreign currency forward contracts with notional amounts of $29.2 million and $22.3 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 open foreign currency forward contracts was zero at March 31, 2023 and December 31, 2022, and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2023. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not material for the three months ended March 31, 2023 and 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Accounts Receivable Securitization Facility On June 29, 2022, the Company, through a wholly-owned special purpose entity, Exact Receivables LLC (“Exact Receivables”) entered into an accounts receivable securitization program (the “Securitization Facility”) with PNC Bank, National Association (“PNC”), with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with a revolving line-of-credit of up to $150.0 million of borrowing capacity, subject to certain borrowing base requirements, by collateralizing a security interest in the domestic customer accounts receivable of certain wholly-owned subsidiaries of the Company. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible customer accounts receivable generated by the Company during the normal course of operations. The Securitization Facility requires the Company to maintain minimum borrowings under the facility of $50.0 million. The debt issuance costs incurred related to the Securitization Facility were not material and are being amortized over the life of the Securitization Facility through interest expense within the condensed consolidated statements of operations. In connection with the Securitization Facility, the Company also entered into two Receivables Purchase Agreements (“Receivable Purchase Agreements”) on June 29, 2022. The Receivable Purchase Agreements are among the Company and certain wholly-owned subsidiaries of the Company, and between the Company and Exact Receivables. Under the agreements, the wholly-owned subsidiaries sell all of their right, title and interest in their accounts receivables to Exact Receivables. The receivables are used to collateralize borrowings made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty. As of March 31, 2023, the eligible borrowing base under the Securitization Facility was $111.1 million of which the Company elected to collateralize $50.0 million. As of March 31, 2023 and December 31, 2022, the Company had an outstanding balance of $50.0 million, which is recorded to long-term debt on the Company’s condensed consolidated balance sheets. The outstanding balance accrues interest at a rate equal to a daily secured overnight financing rate (“SOFR”) rate plus a SOFR adjustment and an applicable margin. The interest rate was 6.35% at March 31, 2023. Revolving Loan Agreement During November 2021, the Company entered into a revolving loan agreement (the “Revolving Loan Agreement”) with PNC. The Revolving Loan Agreement provides the Company with a revolving line of credit of up to $150.0 million (the “Revolver”). The Revolver is collateralized by the Company’s marketable securities held by PNC, which must continue to maintain a minimum market value of $150.0 million. The Revolver is available for general working capital purposes and all other lawful corporate purposes. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. The availability of advances under the line of credit will be reduced by the stated amount of each letter of credit issued and outstanding. Borrowings under the Revolving Loan Agreement accrue interest at an annual rate equal to the sum of the daily Bloomberg Short-Term Bank Yield Index Rate plus the applicable margin of 0.60%. Loans under the Revolving Loan Agreement may be prepaid at any time without penalty. In October 2022, the Revolving Loan Agreement was amended to extend the maturity date from November 5, 2023 to November 5, 2025. There were no other amendments to the Revolver. The Company has agreed to various financial covenants under the Revolving Loan Agreement, and as of March 31, 2023, the Company is in compliance with all covenants. In December 2021 and January 2023, PNC issued a letters of credit of $2.9 million and $1.5 million, respectively, which, reduced the amount available for cash advances under the line of credit to $145.6 million and $147.1 million as of March 31, 2023 and December 31, 2022, respectively. As of March 31, 2023 and December 31, 2022, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Loan Agreement. |
CONVERTIBLE NOTES
CONVERTIBLE NOTES | 3 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2023: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,912) $ 568,081 $ 635,489 2 2028 Convertible Notes - 0.375% 949,042 (12,396) 936,646 832,784 2 2027 Convertible Notes - 0.375% 563,822 (6,705) 557,117 523,526 2 2025 Convertible Notes - 1.000% 249,172 (820) 248,352 284,709 2 Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2022: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2028 Convertible Notes - 0.375% $ 1,150,000 $ (15,775) $ 1,134,225 $ 908,500 2 2027 Convertible Notes - 0.375% 747,500 (9,445) 738,055 612,950 2 2025 Convertible Notes - 1.000% 315,005 (1,179) 313,826 326,808 2 ______________ (1) The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement. Issuances and Settlements In February 2023, the Company entered into a privately negotiated exchange and purchase agreement with a single holder of certain of the Company’s convertible notes due in 2027 (the “2027 Notes”) and 2028 (the “2028 Notes”). The Company issued the holder $500.0 million aggregate principal amount of 2.0% Convertible Notes due in 2030 (collectively, the “2030 Notes”) in exchange for $183.7 million of aggregate principal of 2027 Notes, $201.0 million of aggregate principal of 2028 Notes, and $138.0 million of cash. The extinguishment resulted in a gain on settlement of convertible notes of $17.7 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange. In March 2023, the Company entered into a privately negotiated exchange agreement with two holders of certain of the Company’s convertible notes due in 2025 (the “2025 Notes”). The Company issued the holder $73.0 million aggregate principal amount of 2030 Notes in exchange for $65.8 million of aggregate principal of 2025 Notes. The extinguishment resulted in a loss on settlement of convertible notes of $7.4 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The loss represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange. The net proceeds from the issuance of the 2030 Notes were approximately $133.0 million, after deducting commissions and offering expenses payable by the Company. The 2030 Notes will mature on March 1, 2030 and bear interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2023. Summary of Conversion Features Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes (the “Notes”), each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures filed at the time of the original offerings. 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. 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. It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, 8.21, and 12.37 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, $121.84, and $80.83 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes are potentially convertible into up to 3.3 million, 5.0 million, 7.8 million, and 7.1 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings 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 Indentures), 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. Based on the closing price of the Company’s common stock of $67.81 on March 31, 2023, the if-converted values on the Notes do not exceed the principal amount. 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. 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; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s 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 (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries. Issuance Costs Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes: (In thousands) 2030 Convertible Notes $ 4,970 2028 Convertible Notes 24,453 2027 Convertible Notes 14,285 2025 Convertible Notes 17,646 Interest Expense Interest expense on the Notes includes the following: Three Months Ended March 31, (In thousands) 2023 2022 Debt issuance costs amortization $ 1,378 $ 1,412 Debt discount amortization 31 36 Gain on settlements of convertible notes (10,324) — Coupon interest expense 3,354 2,567 Total interest expense (income) on convertible notes $ (5,561) $ 4,015 The following table summarizes the effective interest rates of the Notes: Three Months Ended March 31, 2023 2022 2030 Convertible Notes 2.12 % — % 2028 Convertible Notes 0.64 % 0.64 % 2027 Convertible Notes 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 1.80, 3.96, 4.92, and 6.92 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. |
LICENSE AND COLLABORATION AGREE
LICENSE AND COLLABORATION AGREEMENTS | 3 Months Ended |
Mar. 31, 2023 | |
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 single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees. Mayo In June 2009, the Company entered into a license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”). The Company’s license agreement with Mayo was most recently amended and restated 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. As part of the most recent amendment, the Company agreed to pay Mayo an additional $6.3 million, payable in five equal annual installments through 2024. The annual installments are recorded in research and development expenses in the Company’s condensed consolidated statements of operations. 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 2039 (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 $1.3 million and $1.4 million for the three months ended March 31, 2023 and 2022, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations. Johns Hopkins University Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns 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 early detection test. The agreement terms include single-digit sales-based royalties and sales-based milestone payments of $10.0 million, $15.0 million, and $20.0 million upon achieving calendar year licensed product revenue using JHU proprietary data of $0.50 billion, $1.00 billion, and $1.50 billion, respectively. Translational Genomics Research Institute (“TGen”) |
PFIZER PROMOTION AGREEMENT
PFIZER PROMOTION AGREEMENT | 3 Months Ended |
Mar. 31, 2023 | |
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 extended the relationship between the Company and Pfizer and restructured 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 included fixed and performance-related fees, some of which retroactively went into effect on April 1, 2020. In November 2021, the Company and Pfizer entered into an amendment to the Restated Promotion Agreement (the “November 2021 Amendment”), which provided that after November 30, 2021, Pfizer will no longer promote the Cologuard test to healthcare providers. The November 2021 Amendment provided that the Company pay Pfizer a total of $35.9 million in three installments, which occurred during the second, third, and fourth quarters of 2022. The November 2021 Amendment eliminated the Company's obligation to pay Pfizer royalties or other fees except for certain media fees, advertising fees, and any detail fees owed to Pfizer for promoting the Cologuard test prior to November 30, 2021. The $35.9 million fee incurred as a result of the November 2021 Amendment was recognized in full during the fourth quarter of 2021. All payments to Pfizer are recorded in sales and marketing expenses in the Company’s condensed consolidated statements of operations. Under the Original Promotion Agreement, the service fee was calculated based on incremental gross profits over specified baselines during the term. Under the Restated Promotion Agreement (and prior to giving effect to the November 2021 Amendment), the service fee provided a fee-for-service model that included certain fixed fees and performance-related bonuses. The performance-related bonuses were contingent upon the achievement of certain annual performance criteria with any applicable expense being recognized ratably upon achievement of the payment becoming probable. The Company incurred a charge of $2.5 million for the service fee during the three months ended March 31, 2022. The Company incurred charges of $38.4 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the three months ended March 31, 2022. All services provided by Pfizer under the November 2021 Amendment ended in the third quarter of 2022, and there were no payments made or charges incurred during the three months ended March 31, 2023. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY OmicEra Acquisition Stock Issuance In May 2022, the Company completed its acquisition of OmicEra. In connection with the acquisition, which is further described in Note 16, the Company issued 0.3 million shares of the Company's common stock that had a fair value of $14.8 million. Changes in Accumulated Other Comprehensive Income (Loss) The amount recognized in AOCI for the three months ended March 31, 2023 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ 53 $ (5,289) $ (5,236) Other comprehensive loss before reclassifications 550 2,289 2,839 Amounts reclassified from accumulated other comprehensive loss — 678 678 Net current period change in accumulated other comprehensive loss 550 2,967 3,517 Balance at March 31, 2023 $ 603 $ (2,322) $ (1,719) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023. The amounts recognized in AOCI for the three months ended March 31, 2022 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ 23 $ (1,466) $ (1,443) Other comprehensive loss before reclassifications (237) (4,994) (5,231) Amounts reclassified from accumulated other comprehensive income — 27 27 Net current period change in accumulated other comprehensive loss (237) (4,967) (5,204) Balance at March 31, 2022 $ (214) $ (6,433) $ (6,647) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2022. Amounts reclassified from AOCI for the three months ended March 31, 2023 and 2022 were as follows: Affected Line Item in the Three Months Ended March 31, Details about AOCI Components (In thousands) 2023 2022 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income (loss), net $ 678 $ 27 Total reclassifications $ 678 $ 27 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2023 | |
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 or had awards outstanding in 2023: the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan (collectively referred to as the “Stock Plans”). In February 2023, the Company adopted the Equity Award Death, Disability and Retirement Policy (the “Policy”) as further described in Item 9B of the Company’s 2022 Form 10-K. The terms of the Policy will result in the recognition of expense on an accelerated basis for retirement-eligible participants for restricted stock units only. The Policy was considered a modification to outstanding awards with no impact to fair value. The accelerated stock-based compensation expense recorded as a result of the modification was not material for the three months ended March 31, 2023. Stock-Based Compensation Expense The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards, performance share units, stock purchase rights granted under the Company’s employee stock purchase plan and stock options granted to employees, non-employee consultants and non-employee directors. The Company recorded $49.1 million and $52.4 million in stock-based compensation expense during the three months ended March 31, 2023 and 2022, respectively. As of March 31, 2023, there was approximately $503.4 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.9 years. Stock Options A summary of stock option activity under the Stock Plans is as follows: Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) (Aggregate intrinsic value in thousands) Outstanding, January 1, 2023 1,517,876 $ 44.82 4.7 Exercised (88,260) 10.93 Forfeited (13,285) 93.78 Outstanding, March 31, 2023 1,416,331 $ 46.48 4.5 $ 42,583 Vested and expected to vest, March 31, 2023 1,416,331 $ 46.48 4.5 $ 42,583 Exercisable, March 31, 2023 1,351,469 $ 44.18 4.4 $ 42,439 ______________ (1) The total intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 was $4.8 million and $29.6 million, respectively, determined as of the date of exercise. The Company received approximately $1.0 million and $4.3 million from stock option exercises during the three months ended March 31, 2023 and 2022, 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 during the three months ended March 31, 2023 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2023 5,254,709 $ 89.29 Granted 3,109,184 60.25 Released (2) (1,279,999) 95.01 Forfeited (207,363) 79.15 Outstanding, March 31, 2023 6,876,531 $ 72.87 ______________ (1) The weighted average grant date fair value of the restricted stock units granted during the three months ended March 31, 2022 was $77.31. (2) The fair value of restricted stock units vested and converted to shares of the Company’s common stock was $121.2 million and $110.8 million during the three months ended March 31, 2023 and 2022, respectively. Performance Share Units The Company has 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 addition, certain of the performance-based equity awards include a market condition. A summary of performance share unit activity is as follows: Performance Share Units (1) Weighted Average Grant Date Fair Value (2) Outstanding, January 1, 2023 967,846 $ 102.58 Granted 749,459 79.17 Released (3) (12,284) 78.32 Forfeited (34,007) 100.78 Outstanding, March 31, 2023 1,671,014 $ 92.30 ______________ (1) 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 March 31, 2023 was 575,702. (2) The weighted average grant date fair value of the performance share units granted during the three months ended March 31, 2022 was $92.31. (3) The fair value of performance share units vested and converted to shares of the Company’s common stock was $1.0 million and $27.2 million for the three months ended March 31, 2023 and 2022, respectively. Employee Stock Purchase Plan There were no shares issued under the 2010 Employee Stock Purchase Plan during the three months ended March 31, 2023 and 2022. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Leases Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Three Months Ended March 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,135 $ 8,097 Operating cash flows from finance leases 170 211 Finance cash flows from finance leases 745 1,548 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ (3,833) $ 4,259 Right-of-use assets obtained in exchange for new finance lease liabilities 318 878 Weighted-average remaining lease term - operating leases (in years) 7.18 8.17 Weighted-average remaining lease term - finance leases (in years) 3.07 2.80 Weighted-average discount rate - operating leases 6.42 % 6.09 % Weighted-average discount rate - finance leases 6.67 % 5.32 % ______________ (1) For the three months ended March 31, 2023, this includes a reduction of $6.2 million on the carrying value of the right-of-use asset held related to a building lease due to a reduction of the expected lease term. As of March 31, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases are $156.8 million and $167.0 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of March 31, 2023, the Company has outstanding operating lease obligations of $204.7 million, of which $30.0 million is reported in operating lease liabilities, current portion and $174.7 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2022, the Company had outstanding operating lease obligations of $210.8 million, of which $28.4 million is reported in operating lease liabilities, current portion and $182.4 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, the Company’s right-of-use assets from finance leases are $9.5 million and $10.2 million, respectively, which are reported in other long-term assets other current liabilities other long-term liabilities Legal Matters The Company records reserves and accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such reserves and accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices. As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not material except for the amounts accrued related to the Medicare Date of Service Rule Investigation discussed below. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings, including as described below. Except for the proceedings discussed below, the Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity. The Company is currently responding to civil investigative demands and administrative subpoenas issued pursuant to the Health Insurance Portability and Accountability Act of 1996 by the United States Department of Justice (“DOJ”) concerning Genomic Health’s compliance with the Medicare Date of Service billing regulations (the “DOS Rule Investigation”). The Company has been cooperating with these inquiries and has produced documents in response thereto. During the second quarter of 2021, as part of ongoing discussions between the DOJ and the Company regarding the DOS Rule Investigation, the DOJ presented an initial estimate of civil damages in the amount of $48.2 million relating to alleged non-compliance with the Medicare Date of Service billing regulations from 2007 to 2020. The initial civil damages estimate did not include potential treble damages, civil or criminal penalties or other remedies that the DOJ could seek against the Company. In December 2021, the DOJ presented a total adjusted demand of $53.8 million for civil damages, which includes a multiplier and penalties. On January 19, 2023, the Company was informed that the DOJ has closed its criminal investigation without taking any action. Based on the Company’s review and analysis of the DOJ presentation, ongoing discussions held with the DOJ, the civil damages estimate, and range of potential exposure, the Company recorded an accrual of approximately $29 million as of March 31, 2023. As noted above, litigation outcomes are difficult to predict, and the estimation of probable losses requires an analysis of multiple possible outcomes that often depend on judgments about potential actions by third parties. Accordingly, the recorded accrual of approximately $29 million as of March 31, 2023 is based on several factors, considerations, and judgments, and the ultimate resolution of this matter could result in a material loss in excess of the recorded accrual. On June 24, 2019, Niles Rosen M.D. filed a sealed ex parte qui tam lawsuit against the Company in the United States District Court for the Middle District of Florida, that alleged a violation of the Federal Anti-Kickback Statute and False Claims Act for offering gift cards to patients in exchange for returning the Cologuard screening test (the “Qui Tam Suit”). Dr. Rosen seeks on behalf of the U.S. government and himself an award of civil penalties, treble damages and fees and costs. On February 25, 2020, the Company received a civil investigative demand by the DOJ related to the Company’s gift card program. The Company produced documents in response thereto. On March 25, 2021, the DOJ filed a notice of its election to decline intervention in the Qui Tam Suit. This election does not prevent Dr. Rosen from continuing the Qui Tam Suit. On April 12, 2021, Dr. Rosen filed an amended complaint against the Company, alleging violations of the Federal Anti-Kickback Statute and False Claims Act. The Company first learned of the Qui Tam Suit and the DOJ’s election to decline intervention in July 2021. The Company intends to vigorously defend itself against Dr. Rosen's claims and seek, among other things, the Company’s attorneys’ fees and costs incurred in defending this action. Although the Company denies Dr. Rosen's allegations and believes that it has meritorious defenses to his False Claims Act claims, neither the outcome of the litigation nor can a reasonable estimate or an estimated range of loss associated with the litigation be determined at this time. Adverse outcomes from the DOS Rule Investigation and the Qui Tam Suit 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 affect the Company’s business, financial condition, and results of operation. |
WISCONSIN ECONOMIC DEVELOPMENT
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | 3 Months Ended |
Mar. 31, 2023 | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS [Abstract] | |
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS During February 2015, the Company entered into an agreement with the Wisconsin Economic Development Corporation (“WEDC,” “Original WEDC Agreement”) 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. During December 2021, the Company amended its agreement with the WEDC (“Amended WEDC Agreement”) to earn an additional $18.5 million in refundable tax credits on the condition that the Company expends $350.0 million in capital investments and establishes and maintains 1,300 additional full-time positions over a five-year period. The capital investment credits are earned at a rate of 10% of eligible capital investments up to a maximum of $7.0 million, while the jobs creation credits are earned annually pursuant to the agreement. 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 term of the agreement. 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. Under the Original WEDC Agreement, the Company recorded the earned tax credits as job creation and capital investments occurred. The tax credits earned from capital investment are being recognized as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation were recognized as an offset to operational expenses through December 31, 2020. As of December 31, 2020, the Company had earned all $9.0 million of the refundable tax credits, and as of December 31, 2022, the Company had received payment of $9.0 million from the WEDC under the Original WEDC Agreement. Under the Amended WEDC Agreement, the Company records the earned tax credits as job creation and capital investments occurs. The tax credits earned from capital investment are recognized as a reduction to capital expenditures at the time the costs are incurred, and then 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 in the period in which the credits are earned. The credits recognized will be required to be repaid if the Company does not maintain minimum cumulative job requirements. As of March 31, 2023, the Company has earned $10.2 million of the refundable tax credits under the Amended WEDC Agreement and received payment of $1.7 million from the WEDC. The unpaid portion is $8.5 million, of which $3.8 million is reported in prepaid expenses and other current assets and $4.7 million is reported in other long-term assets, net in the Company’s condensed consolidated balance sheets reflecting when collection of the refundable tax credits is expected to occur. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Business Combinations OmicEra Diagnostics, GmbH On May 2, 2022, the Company completed the acquisition (the “OmicEra Acquisition”) of all of the outstanding equity interests of OmicEra Diagnostics GmbH. The OmicEra Acquisition provided the Company a state-of-the-art proteomics lab based in Planegg, Germany. OmicEra combines its mass spectrometry-based proteome analysis technology with its in-house proteomics scientific expertise to discover more reliable and valuable protein biomarkers, which will expand the Company’s research and development capabilities. Refer to the Company’s 2022 Form 10-K for detailed disclosures on the combination, including the fair value of the consideration transferred, purchase price allocation, and goodwill and intangible assets identified in the transaction. During the three months ended March 31, 2023, there were no changes to the purchase price and purchase price allocation. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset. Divestitures Oncotype DX Genomic Prostate Score Test On August 2, 2022, pursuant to an asset purchase agreement with MDxHealth SA, the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test, which will allow the Company to focus on the highest impact projects core to the Company’s vision. Refer to the Company’s 2022 Form 10-K for detailed disclosures on the divestiture, including the fair value of the consideration received, carrying value of the intangible asset sold, and terms of the revenue-based contingent consideration included in the asset purchase agreement. As of March 31, 2023, the contingent consideration remains fully constrained. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Management 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. Three Months Ended March 31, (In thousands) 2023 2022 United States $ 565,182 $ 457,011 Outside of United States 37,268 29,560 Total revenues $ 602,450 $ 486,571 Long-lived assets located in countries outside of the United States are not significant. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax expense of $1.7 million for the three months ended March 31, 2023 and a benefit of $2.0 million for the three months ended March 31, 2022. The Company’s income tax expense recorded during the three months ended March 31, 2023 is primarily related to current foreign and state tax expense. A deferred tax liability of $20.1 million and $19.7 million was recorded as of March 31, 2023 and December 31, 2022, respectively, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized. The Company had $29.6 million and $28.3 million of unrecognized tax benefits at March 31, 2023 and December 31, 2022, respectively. These amounts have been recorded as a reduction to the Company’s 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. As of March 31, 2023, 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 2000 through 2023, and to state income tax examinations for the tax years 2000 through 2023. No interest or penalties related to income taxes have been accrued or recognized as of March 31, 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of ConsolidationThe accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K (the “2022 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2022 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2022 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2022 Form 10-K. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with 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 intangible assets and goodwill, and accounting for income taxes among others. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2022 Form 10-K. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. |
Recent Accounting Pronouncements | Recent Accounting PronouncementsThe Company did not adopt any accounting standards updates (“ASU”) released by the Financial Accounting Standards Board (“FASB”) in the first quarter of 2023. In addition, there are no ASUs not yet adopted that are expected to impact the Company. |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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: March 31, (In thousands) 2023 2022 Shares issuable upon conversion of convertible notes 23,231 20,309 Shares issuable upon the release of restricted stock awards 6,877 6,991 Shares issuable upon the release of performance share units 1,671 963 Shares issuable upon exercise of stock options 1,416 1,790 Shares issuable in connection with acquisitions — 45 33,195 30,098 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table presents the Company’s revenues disaggregated by revenue source: Three Months Ended March 31, (In thousands) 2023 2022 Screening Medicare Parts B & C $ 171,730 $ 113,755 Commercial 233,033 161,680 Other 38,432 31,087 Total Screening 443,195 306,522 Precision Oncology Medicare Parts B & C $ 47,381 $ 52,565 Commercial 44,932 46,062 International 37,268 29,560 Other 25,851 24,433 Total Precision Oncology 155,432 152,620 COVID-19 Testing $ 3,823 $ 27,429 Total $ 602,450 $ 486,571 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2023 and December 31, 2022: (In thousands) March 31, 2023 December 31, 2022 Cash and cash equivalents Cash and money market $ 351,549 $ 178,168 Cash equivalents 69,816 64,325 Total cash and cash equivalents 421,365 242,493 Marketable securities Available-for-sale debt securities $ 274,694 $ 384,415 Equity securities 2,588 5,149 Total marketable securities 277,282 389,564 Total cash, cash equivalents and marketable securities $ 698,647 $ 632,057 |
Schedule of available-for-sale securities | Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2023, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 68,081 $ — $ — $ 68,081 U.S. government agency securities 1,735 — — 1,735 Total cash equivalents 69,816 — — 69,816 Marketable securities U.S. government agency securities $ 147,979 $ 16 $ (909) $ 147,086 Corporate bonds 97,378 18 (948) 96,448 Asset backed securities 31,659 106 (605) 31,160 Total marketable securities 277,016 140 (2,462) 274,694 Total available-for-sale securities $ 346,832 $ 140 $ (2,462) $ 344,510 ______________ (1) There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”). Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2022, consisted of the following: (In thousands) Amortized Cost Gains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1) Estimated Fair Value Cash equivalents Commercial paper $ 63,021 $ — $ — $ 63,021 U.S. government agency securities 1,304 — — 1,304 Total cash equivalents 64,325 — — 64,325 Marketable securities U.S. government agency securities $ 228,012 $ — $ (2,789) $ 225,223 Corporate bonds 116,318 20 (1,667) 114,671 Asset backed securities 45,374 2 (855) 44,521 Total marketable securities 389,704 22 (5,311) 384,415 Total available-for-sale securities $ 454,029 $ 22 $ (5,311) $ 448,740 ______________ (1) There was no tax impact from the gains and losses in AOCI. |
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 March 31, 2023: Due one year or less Due after one year through five years (In thousands) Cost Fair Value Cost Fair Value Cash equivalents Commercial paper $ 68,081 $ 68,081 $ — $ — U.S. government agency securities 1,735 1,735 — — Total cash equivalents 69,816 69,816 — — Marketable securities U.S. government agency securities $ 138,322 $ 137,423 $ 9,657 $ 9,663 Corporate bonds 82,071 81,169 15,307 15,279 Asset backed securities 1,191 1,189 30,468 29,971 Total marketable securities 221,584 219,781 55,432 54,913 Total available-for-sale securities $ 291,400 $ 289,597 $ 55,432 $ 54,913 |
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 values of available-for-sale debt securities in an unrealized loss position as of March 31, 2023, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position: Less than one year One year or greater Total (In thousands) Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Fair Value Gross Unrealized Loss Marketable securities U.S. government agency securities $ 35,897 $ (161) $ 103,474 $ (748) $ 139,371 $ (909) Corporate bonds 16,430 (61) 71,885 (887) 88,315 (948) Asset backed securities 10,767 (100) 18,544 (505) 29,311 (605) Total available-for-sale securities $ 63,094 $ (322) $ 193,903 $ (2,140) $ 256,997 $ (2,462) |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following: (In thousands) March 31, 2023 December 31, 2022 Raw materials $ 63,433 $ 61,207 Semi-finished and finished goods 60,659 57,052 Total inventory $ 124,092 $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | The carrying value and estimated useful lives of property, plant and equipment are as follows: (In thousands) Estimated Useful Life March 31, 2023 December 31, 2022 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 200,314 200,588 Land improvements 15 years 6,613 6,417 Buildings 30 - 40 years 290,121 288,941 Computer equipment and computer software 3 years 148,798 142,896 Laboratory equipment 3 - 10 years 253,926 246,344 Furniture and fixtures 3 - 10 years 34,601 34,047 Assets under construction n/a 79,648 68,398 Property, plant and equipment, at cost 1,018,737 992,347 Accumulated depreciation (334,163) (307,591) Property, plant and equipment, net $ 684,574 $ 684,756 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at March 31, 2023 Finite-lived intangible assets Trade name 12.3 $ 104,000 $ (22,465) $ 81,535 Customer relationships 7.8 4,000 (556) 3,444 Patents and licenses 4.1 11,542 (8,514) 3,028 Acquired developed technology (1) 7.5 861,644 (266,170) 595,474 Total finite-lived intangible assets 981,186 (297,705) 683,481 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,231,186 $ (297,705) $ 1,933,481 The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2022: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net balance at December 31, 2022 Finite-lived intangible assets Trade name 12.5 $ 104,000 $ (20,653) $ 83,347 Customer relationships 8.0 4,000 (444) 3,556 Patents and licenses 4.2 11,542 (8,152) 3,390 Acquired developed technology (1) 7.8 861,474 (245,527) 615,947 Total finite-lived intangible assets 981,016 (274,776) 706,240 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,231,016 $ (274,776) $ 1,956,240 ______________ (1) The gross carrying amount includes an immaterial foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”), whose functional currency is also its local currency. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income. |
Schedule of estimated future amortization expense, intangible assets | As of March 31, 2023, 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) 2023 (remaining nine months) $ 68,786 2024 91,378 2025 90,331 2026 89,271 2027 89,271 Thereafter 254,444 $ 683,481 |
Schedule of carrying amount of goodwill | The change in the carrying amount of goodwill for the periods ended March 31, 2023 and December 31, 2022 is as follows: (In thousands) Balance, January 1, 2022 $ 2,335,172 OmicEra acquisition 10,809 PreventionGenetics acquisition adjustment (58) Effects of changes in foreign currency exchange rates (1) 117 Balance, December 31, 2022 2,346,040 Effects of changes in foreign currency exchange rates (1) 195 Balance March 31, 2023 $ 2,346,235 ______________ (1) Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall. (In thousands) Fair Value at March 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash, cash equivalents, and restricted cash Cash and money market $ 351,549 $ 351,549 $ — $ — Commercial paper 68,081 — 68,081 — U.S. government agency securities 1,735 — 1,735 — Restricted cash 297 297 — — Marketable securities U.S. government agency securities $ 147,086 $ — $ 147,086 $ — Corporate bonds 96,448 — 96,448 — Asset backed securities 31,160 — 31,160 — Equity securities 2,588 2,588 — — Non-marketable securities $ 10,190 $ — $ — $ 10,190 Liabilities Contingent consideration $ (297,990) $ — $ — $ (297,990) Total $ 411,144 $ 354,434 $ 344,510 $ (287,800) The following table presents the Company’s fair value measurements as of December 31, 2022 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, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Cash and cash equivalents Cash and money market $ 178,168 $ 178,168 $ — $ — Commercial paper 63,021 — 63,021 — U.S. government agency securities 1,304 — 1,304 — Restricted cash 297 297 — — Marketable securities U.S. government agency securities $ 225,223 $ — $ 225,223 $ — Corporate bonds 114,671 — 114,671 — Asset backed securities 44,521 — 44,521 — Equity securities 5,149 5,149 — — Non-marketable securities $ 10,065 $ — $ — $ 10,065 Liabilities Contingent consideration $ (306,927) $ — $ — $ (306,927) Total $ 335,492 $ 183,614 $ 448,740 $ (296,862) |
Schedule of fair value of contingent consideration | The following table provides a reconciliation of the beginning and ending balances of contingent consideration: (In thousands) Contingent Consideration Beginning balance, January 1, 2023 $ 306,927 Changes in fair value (1) (8,937) Ending balance, March 31, 2023 $ 297,990 ______________ |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE NOTES [Abstract] | |
Schedule of convertible note obligations included in the condensed consolidated balance sheets | Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2023: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2030 Convertible Notes - 2.000% $ 572,993 $ (4,912) $ 568,081 $ 635,489 2 2028 Convertible Notes - 0.375% 949,042 (12,396) 936,646 832,784 2 2027 Convertible Notes - 0.375% 563,822 (6,705) 557,117 523,526 2 2025 Convertible Notes - 1.000% 249,172 (820) 248,352 284,709 2 Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2022: Fair Value (1) (In thousands) Principal Amount Unamortized Debt Discount and Issuance Costs Net Carrying Amount Amount Leveling 2028 Convertible Notes - 0.375% $ 1,150,000 $ (15,775) $ 1,134,225 $ 908,500 2 2027 Convertible Notes - 0.375% 747,500 (9,445) 738,055 612,950 2 2025 Convertible Notes - 1.000% 315,005 (1,179) 313,826 326,808 2 ______________ |
Schedule of allocation of transaction costs related to convertible debt | The following table summarizes the original issuance costs at the time of issuance for each set of Notes: (In thousands) 2030 Convertible Notes $ 4,970 2028 Convertible Notes 24,453 2027 Convertible Notes 14,285 2025 Convertible Notes 17,646 |
Schedule of interest expense | Interest expense on the Notes includes the following: Three Months Ended March 31, (In thousands) 2023 2022 Debt issuance costs amortization $ 1,378 $ 1,412 Debt discount amortization 31 36 Gain on settlements of convertible notes (10,324) — Coupon interest expense 3,354 2,567 Total interest expense (income) on convertible notes $ (5,561) $ 4,015 |
Schedule of effective interest rates related to convertible debt | The following table summarizes the effective interest rates of the Notes: Three Months Ended March 31, 2023 2022 2030 Convertible Notes 2.12 % — % 2028 Convertible Notes 0.64 % 0.64 % 2027 Convertible Notes 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI) | The amount recognized in AOCI for the three months ended March 31, 2023 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2022 $ 53 $ (5,289) $ (5,236) Other comprehensive loss before reclassifications 550 2,289 2,839 Amounts reclassified from accumulated other comprehensive loss — 678 678 Net current period change in accumulated other comprehensive loss 550 2,967 3,517 Balance at March 31, 2023 $ 603 $ (2,322) $ (1,719) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023. The amounts recognized in AOCI for the three months ended March 31, 2022 were as follows: (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Securities (1) Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2021 $ 23 $ (1,466) $ (1,443) Other comprehensive loss before reclassifications (237) (4,994) (5,231) Amounts reclassified from accumulated other comprehensive income — 27 27 Net current period change in accumulated other comprehensive loss (237) (4,967) (5,204) Balance at March 31, 2022 $ (214) $ (6,433) $ (6,647) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2022. |
Schedule of amounts reclassified from accumulated other comprehensive income (loss) | Amounts reclassified from AOCI for the three months ended March 31, 2023 and 2022 were as follows: Affected Line Item in the Three Months Ended March 31, Details about AOCI Components (In thousands) 2023 2022 Change in value of available-for-sale investments Sales and maturities of available-for-sale investments Investment income (loss), net $ 678 $ 27 Total reclassifications $ 678 $ 27 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under the Stock Plans | A summary of stock option activity under the Stock Plans is as follows: Option Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (1) (Aggregate intrinsic value in thousands) Outstanding, January 1, 2023 1,517,876 $ 44.82 4.7 Exercised (88,260) 10.93 Forfeited (13,285) 93.78 Outstanding, March 31, 2023 1,416,331 $ 46.48 4.5 $ 42,583 Vested and expected to vest, March 31, 2023 1,416,331 $ 46.48 4.5 $ 42,583 Exercisable, March 31, 2023 1,351,469 $ 44.18 4.4 $ 42,439 ______________ (1) The total intrinsic value of options exercised during the three months ended March 31, 2023 and 2022 was $4.8 million and $29.6 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 during the three months ended March 31, 2023 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2023 5,254,709 $ 89.29 Granted 3,109,184 60.25 Released (2) (1,279,999) 95.01 Forfeited (207,363) 79.15 Outstanding, March 31, 2023 6,876,531 $ 72.87 ______________ (1) The weighted average grant date fair value of the restricted stock units granted during the three months ended March 31, 2022 was $77.31. |
Share-based Payment Arrangement, Performance Shares, Activity | A summary of performance share unit activity is as follows: Performance Share Units (1) Weighted Average Grant Date Fair Value (2) Outstanding, January 1, 2023 967,846 $ 102.58 Granted 749,459 79.17 Released (3) (12,284) 78.32 Forfeited (34,007) 100.78 Outstanding, March 31, 2023 1,671,014 $ 92.30 ______________ (1) 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 March 31, 2023 was 575,702. (2) The weighted average grant date fair value of the performance share units granted during the three months ended March 31, 2022 was $92.31. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supplemental disclosure of cash flow information related to our operating leases | Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows: Three Months Ended March 31, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,135 $ 8,097 Operating cash flows from finance leases 170 211 Finance cash flows from finance leases 745 1,548 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ (3,833) $ 4,259 Right-of-use assets obtained in exchange for new finance lease liabilities 318 878 Weighted-average remaining lease term - operating leases (in years) 7.18 8.17 Weighted-average remaining lease term - finance leases (in years) 3.07 2.80 Weighted-average discount rate - operating leases 6.42 % 6.09 % Weighted-average discount rate - finance leases 6.67 % 5.32 % |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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. Three Months Ended March 31, (In thousands) 2023 2022 United States $ 565,182 $ 457,011 Outside of United States 37,268 29,560 Total revenues $ 602,450 $ 486,571 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 33,195 | 30,098 |
Shares issuable in connection with acquisitions | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 0 | 45 |
Shares issuable upon exercise of stock options | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 1,416 | 1,790 |
Shares issuable upon the release of restricted stock awards | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 6,877 | 6,991 |
Shares issuable upon the release of performance share units | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 1,671 | 963 |
Shares issuable upon conversion of convertible notes | ||
Common shares not included in the computation of diluted net loss per share | ||
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect | 23,231 | 20,309 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 602,450 | $ 486,571 |
Screening | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 443,195 | 306,522 |
Screening | Medicare Parts B & C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 171,730 | 113,755 |
Screening | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 233,033 | 161,680 |
Screening | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 38,432 | 31,087 |
Precision Oncology | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 155,432 | 152,620 |
Precision Oncology | Medicare Parts B & C | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 47,381 | 52,565 |
Precision Oncology | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 44,932 | 46,062 |
Precision Oncology | International | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 37,268 | 29,560 |
Precision Oncology | Other | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | 25,851 | 24,433 |
COVID-19 Testing | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 3,823 | $ 27,429 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Variable consideration | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized from changes in transaction prices | $ 11.7 | $ 4.2 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 |
Marketable securities | |||
Cash and money market | $ 351,549 | $ 178,168 | |
Cash equivalents | 69,816 | 64,325 | |
Total cash, cash equivalents and restricted cash | 421,365 | 242,493 | $ 189,776 |
Equity securities | 2,588 | 5,149 | |
Marketable securities | 277,282 | 389,564 | |
Total cash, cash equivalents and marketable securities | 698,647 | 632,057 | |
Marketable securities | |||
Marketable securities | |||
Available-for-sale debt securities | $ 274,694 | $ 384,415 |
MARKETABLE SECURITIES - Sched_2
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Available-for-sale securities | ||
Amortized Cost | $ 346,832 | $ 454,029 |
Gains in Accumulated Other Comprehensive Income (Loss) | 140 | 22 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2,462) | (5,311) |
Estimated Fair Value | 344,510 | 448,740 |
Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 69,816 | 64,325 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 69,816 | 64,325 |
Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 277,016 | 389,704 |
Gains in Accumulated Other Comprehensive Income (Loss) | 140 | 22 |
Losses in Accumulated Other Comprehensive Income (Loss) | (2,462) | (5,311) |
Estimated Fair Value | 274,694 | 384,415 |
Commercial paper | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 68,081 | 63,021 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 68,081 | 63,021 |
U.S. government agency securities | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 1,735 | 1,304 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 1,735 | 1,304 |
U.S. government agency securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 147,979 | 228,012 |
Gains in Accumulated Other Comprehensive Income (Loss) | 16 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (909) | (2,789) |
Estimated Fair Value | 147,086 | 225,223 |
Corporate bonds | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 97,378 | 116,318 |
Gains in Accumulated Other Comprehensive Income (Loss) | 18 | 20 |
Losses in Accumulated Other Comprehensive Income (Loss) | (948) | (1,667) |
Estimated Fair Value | 96,448 | 114,671 |
Asset backed securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 31,659 | 45,374 |
Gains in Accumulated Other Comprehensive Income (Loss) | 106 | 2 |
Losses in Accumulated Other Comprehensive Income (Loss) | (605) | (855) |
Estimated Fair Value | $ 31,160 | $ 44,521 |
MARKETABLE SECURITIES - Sched_3
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Available-for-sale securities | |
Due in one year or less, Cost | $ 291,400 |
Due in one year or less, Fair Value | 289,597 |
Due after one year through five years, Cost | 55,432 |
Due after one year through five years, Fair Value | 54,913 |
Cash equivalents | |
Available-for-sale securities | |
Due in one year or less, Cost | 69,816 |
Due in one year or less, Fair Value | 69,816 |
Due after one year through five years, Cost | 0 |
Due after one year through five years, Fair Value | 0 |
Cash equivalents | Commercial paper | |
Available-for-sale securities | |
Due in one year or less, Cost | 68,081 |
Due in one year or less, Fair Value | 68,081 |
Due after one year through five years, Cost | 0 |
Due after one year through five years, Fair Value | 0 |
Cash equivalents | U.S. government agency securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 1,735 |
Due in one year or less, Fair Value | 1,735 |
Due after one year through five years, Cost | 0 |
Due after one year through five years, Fair Value | 0 |
Marketable securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 221,584 |
Due in one year or less, Fair Value | 219,781 |
Due after one year through five years, Cost | 55,432 |
Due after one year through five years, Fair Value | 54,913 |
Marketable securities | U.S. government agency securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 138,322 |
Due in one year or less, Fair Value | 137,423 |
Due after one year through five years, Cost | 9,657 |
Due after one year through five years, Fair Value | 9,663 |
Marketable securities | Corporate bonds | |
Available-for-sale securities | |
Due in one year or less, Cost | 82,071 |
Due in one year or less, Fair Value | 81,169 |
Due after one year through five years, Cost | 15,307 |
Due after one year through five years, Fair Value | 15,279 |
Marketable securities | Asset backed securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 1,191 |
Due in one year or less, Fair Value | 1,189 |
Due after one year through five years, Cost | 30,468 |
Due after one year through five years, Fair Value | $ 29,971 |
MARKETABLE SECURITIES - Sched_4
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses and Fair Values of Investments in an Unrealized Loss Position (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | $ 63,094 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (322) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 193,903 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (2,140) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 256,997 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (2,462) |
Corporate bonds | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 16,430 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (61) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 71,885 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (887) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 88,315 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (948) |
Asset backed securities | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 10,767 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (100) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 18,544 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (505) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 29,311 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (605) |
U.S. government agency securities | Marketable securities | |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | 35,897 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (161) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 103,474 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (748) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 139,371 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | $ (909) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 63,433 | $ 61,207 |
Semi-finished and finished goods | 60,659 | 57,052 |
Total inventory | $ 124,092 | $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 1,018,737 | $ 992,347 |
Accumulated depreciation | (334,163) | (307,591) |
Property, plant and equipment, net | 684,574 | 684,756 |
Land | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 4,716 | 4,716 |
Leasehold and building improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 200,314 | 200,588 |
Land improvements | ||
Property, plant and equipment | ||
Estimated Useful Life | 15 years | |
Property, plant and equipment, at cost | $ 6,613 | 6,417 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 290,121 | 288,941 |
Computer equipment and computer software | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Property, plant and equipment, at cost | $ 148,798 | 142,896 |
Laboratory equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 253,926 | 246,344 |
Furniture and fixtures | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 34,601 | 34,047 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 79,648 | $ 68,398 |
Minimum | Buildings | ||
Property, plant and equipment | ||
Estimated Useful Life | 30 years | |
Minimum | Laboratory equipment | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Minimum | Furniture and fixtures | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Maximum | Buildings | ||
Property, plant and equipment | ||
Estimated Useful Life | 40 years | |
Maximum | Laboratory equipment | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years | |
Maximum | Furniture and fixtures | ||
Property, plant and equipment | ||
Estimated Useful Life | 10 years |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Property, plant and equipment | ||
Depreciation | $ 26,815 | $ 22,993 |
Assets under construction | 79,600 | |
Buildings | ||
Property, plant and equipment | ||
Assets under construction | 5,200 | |
Laboratory equipment | ||
Property, plant and equipment | ||
Assets under construction | 51,900 | |
Leasehold and building improvements | ||
Property, plant and equipment | ||
Assets under construction | 12,400 | |
Computer software | ||
Property, plant and equipment | ||
Assets under construction | $ 10,100 |
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 981,186 | $ 981,016 |
Accumulated Amortization | (297,705) | (274,776) |
Intangibles, net | 683,481 | 706,240 |
In-process research and development | 1,250,000 | 1,250,000 |
Finite-lived and indefinite-lived intangible assets, gross | 2,231,186 | 2,231,016 |
Finite-lived and indefinite-lived intangible assets, net | $ 1,933,481 | $ 1,956,240 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 12 years 3 months 18 days | 12 years 6 months |
Cost | $ 104,000 | $ 104,000 |
Accumulated Amortization | (22,465) | (20,653) |
Intangibles, net | $ 81,535 | $ 83,347 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years 9 months 18 days | 8 years |
Cost | $ 4,000 | $ 4,000 |
Accumulated Amortization | (556) | (444) |
Intangibles, net | $ 3,444 | $ 3,556 |
Patents and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 4 years 1 month 6 days | 4 years 2 months 12 days |
Cost | $ 11,542 | $ 11,542 |
Accumulated Amortization | (8,514) | (8,152) |
Intangibles, net | $ 3,028 | $ 3,390 |
Acquired developed technology (1) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years 6 months | 7 years 9 months 18 days |
Cost | $ 861,644 | $ 861,474 |
Accumulated Amortization | (266,170) | (245,527) |
Intangibles, net | $ 595,474 | $ 615,947 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 68,786 | |
2024 | 91,378 | |
2025 | 90,331 | |
2026 | 89,271 | |
2027 | 89,271 | |
Thereafter | 254,444 | |
Intangibles, net | $ 683,481 | $ 706,240 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Recognized Goodwill | ||
Beginning balance | $ 2,346,040 | $ 2,335,172 |
Goodwill, foreign currency translation gain (loss) | 195 | 117 |
Ending balance | $ 2,346,235 | 2,346,040 |
OmicEra acquisition | ||
Recognized Goodwill | ||
OmicEra acquisition | 10,809 | |
PreventionGenetics acquisition adjustment | ||
Recognized Goodwill | ||
Goodwill, Purchase Accounting Adjustments | $ (58) |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross value of intangible asset | $ 981,186,000 | $ 981,016,000 | |
Finite-lived intangible assets, accumulated amortization | 297,705,000 | 274,776,000 | |
Intangibles, net | 683,481,000 | 706,240,000 | |
Impairment losses | 0 | $ 0 | |
Acquired developed technology (1) | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross value of intangible asset | 861,644,000 | 861,474,000 | |
Finite-lived intangible assets, accumulated amortization | 266,170,000 | 245,527,000 | |
Intangibles, net | $ 595,474,000 | $ 615,947,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair value measurements | ||
Equity securities | $ 2,588 | $ 5,149 |
Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 297 | 297 |
Equity securities | 2,588 | 5,149 |
Non-marketable securities | 10,190 | 10,065 |
Contingent consideration | (297,990) | (306,927) |
Total | 411,144 | 335,492 |
Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 96,448 | 114,671 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 147,086 | 225,223 |
Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 31,160 | 44,521 |
Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 351,549 | 178,168 |
Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 68,081 | 63,021 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 1,735 | 1,304 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 297 | 297 |
Equity securities | 2,588 | 5,149 |
Non-marketable securities | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 354,434 | 183,614 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 351,549 | 178,168 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 0 | 0 |
Equity securities | 0 | 0 |
Non-marketable securities | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 344,510 | 448,740 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 96,448 | 114,671 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 147,086 | 225,223 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 31,160 | 44,521 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 68,081 | 63,021 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 1,735 | 1,304 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 0 | 0 |
Equity securities | 0 | 0 |
Non-marketable securities | 10,190 | 10,065 |
Contingent consideration | (297,990) | (306,927) |
Total | (287,800) | (296,862) |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Beginning balance | $ 306,927 | |
Change in amount of contingent consideration liability | (8,937) | $ (26,680) |
Ending balance | $ 297,990 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 297,990,000 | $ 306,927,000 | |
Business Combination, Contingent Consideration, Liability | 297,990,000 | 306,927,000 | |
Venture capital investment fund | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, at fair value | 4,200,000 | $ 3,900,000 | |
Committed capital | 17,500,000 | ||
Committed capital callable | $ 13,300,000 | ||
Product development and other milestone-based payments | Weighted average | Measurement Input, Probability of Success | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration liability, measurement input | 0.91 | 0.91 | |
Product development and other milestone-based payments | Weighted average | Measurement Input, Present-value Factor | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration liability, measurement input | 0.061 | 0.062 | |
Foreign exchange forward | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Derivative, notional amount | $ 29,200,000 | $ 22,300,000 | |
Derivative, fair value | 0 | 0 | |
Gain (Loss) on derivative instruments, net, pretax | 0 | $ 0 | |
Significant Unobservable Inputs (Level 3) | Fair value, nonrecurring | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment owned, at fair value | 39,400,000 | 39,800,000 | |
Thrive and Ashion | Fair value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 297,900,000 | 306,800,000 | |
Business Combination, Contingent Consideration, Liability | 297,900,000 | $ 306,800,000 | |
Thrive and Ashion | Revenue and Other Performance-based Payments | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 0 | ||
Business Combination, Contingent Consideration, Liability | $ 0 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 1 Months Ended | |||||
Jan. 31, 2023 | Dec. 31, 2021 | Nov. 30, 2021 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 29, 2022 | |
Long-term debt | ||||||
Financing receivable, amount elected to collateralize | $ 50,000,000 | |||||
Securitized receivables | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Line of credit facility, current borrowing capacity | 111,100,000 | |||||
Long-term debt | $ 50,000,000 | |||||
Line of credit facility, interest rate at period end | 6.35% | |||||
Securitized receivables | Minimum | ||||||
Long-term debt | ||||||
Long-term debt | $ 50,000,000 | |||||
Revolving loan agreement | Revolving loan agreement | Line of credit | ||||||
Long-term debt | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||
Minimum market value covenant | 150,000,000 | |||||
Maximum outstanding cash advances threshold | $ 20,000,000 | |||||
Remaining borrowing capacity | $ 145,600,000 | $ 147,100,000 | ||||
Revolving loan agreement | Revolving loan agreement | Line of credit | Daily bloomberg short-term bank yield index rate | ||||||
Long-term debt | ||||||
Variable rate | 0.60% | |||||
City letter of credit | Revolving loan agreement | Line of credit | ||||||
Long-term debt | ||||||
Proceeds from lines of credit | $ 1,500,000 | $ 2,900,000 |
CONVERTIBLE NOTES - Schedule of
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
2027 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 0.375% | 0.375% |
Principal Amount | $ 949,042 | $ 1,150,000 |
Unamortized Debt Discount and Issuance Costs | (12,396) | (15,775) |
Net Carrying Amount | 936,646 | 1,134,225 |
2027 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 832,784 | $ 908,500 |
2028 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 0.375% | 0.375% |
Principal Amount | $ 563,822 | $ 747,500 |
Unamortized Debt Discount and Issuance Costs | (6,705) | (9,445) |
Net Carrying Amount | 557,117 | 738,055 |
2028 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 523,526 | $ 612,950 |
2030 Convertible Notes | ||
Long-term debt | ||
Coupon interest rate | 1% | 1% |
Principal Amount | $ 249,172 | $ 315,005 |
Unamortized Debt Discount and Issuance Costs | (820) | (1,179) |
Net Carrying Amount | 248,352 | 313,826 |
2030 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 284,709 | $ 326,808 |
Convertible Notes Payable2030 | ||
Long-term debt | ||
Coupon interest rate | 2% | |
Principal Amount | $ 572,993 | |
Unamortized Debt Discount and Issuance Costs | (4,912) | |
Net Carrying Amount | 568,081 | |
Convertible Notes Payable2030 | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 635,489 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Mar. 06, 2023 USD ($) | Mar. 01, 2023 USD ($) | |
Long-term debt | |||||
Principal amount, convertible note | $ 1 | ||||
Repurchase price, as percentage of principal amount, if company undergoes change of control | 100 | ||||
Market price (in dollars per share) | $ / shares | $ 67.81 | $ 67.81 | |||
Net proceeds from issuance | $ 137,976 | $ 0 | |||
Gain (Loss) on Extinguishment of Debt | $ 17,700 | ||||
2030 Convertible Notes | |||||
Long-term debt | |||||
Gain (Loss) on Extinguishment of Debt | $ 7,400 | ||||
2030 Convertible Notes | |||||
Long-term debt | |||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 13.26 | ||||
Conversion price (in dollars per share) | $ / shares | $ 75.43 | $ 75.43 | |||
Potential shares issued from convertible instrument (in shares) | shares | 3.3 | ||||
Effective interest rate (as a percent) | 1.18% | 1.18% | |||
Amount of debt extinguished | $ 65,800 | ||||
Interest expense amortization term | 1 year 9 months 18 days | ||||
Convertible Notes Payable2027 | |||||
Long-term debt | |||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 8.96 | ||||
Conversion price (in dollars per share) | $ / shares | $ 111.66 | $ 111.66 | |||
Potential shares issued from convertible instrument (in shares) | shares | 5 | ||||
Effective interest rate (as a percent) | 0.67% | 0.67% | |||
Amount of debt extinguished | $ 183,700 | ||||
Interest expense amortization term | 3 years 11 months 15 days | ||||
2027 Convertible Notes | |||||
Long-term debt | |||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 8.21 | ||||
Conversion price (in dollars per share) | $ / shares | $ 121.84 | $ 121.84 | |||
Potential shares issued from convertible instrument (in shares) | shares | 7.8 | ||||
Effective interest rate (as a percent) | 0.64% | 0.64% | |||
Amount of debt extinguished | $ 201,000 | ||||
Interest expense amortization term | 4 years 11 months 1 day | ||||
Convertible Notes Payable2030 | |||||
Long-term debt | |||||
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares) | 12.37 | ||||
Conversion price (in dollars per share) | $ / shares | $ 80.83 | $ 80.83 | |||
Potential shares issued from convertible instrument (in shares) | shares | 7.1 | ||||
Effective interest rate (as a percent) | 2.12% | 0% | |||
Face amount | $ 500,000 | ||||
Net proceeds from issuance | $ 138,000 | ||||
Proceeds from Debt, Net of Issuance Costs | $ 133,000 | ||||
Interest expense amortization term | 6 years 11 months 1 day | ||||
Convertible Notes Payable2030 | 2030 Convertible Notes | |||||
Long-term debt | |||||
Face amount | $ 73,000 |
CONVERTIBLE NOTES - Schedule _2
CONVERTIBLE NOTES - Schedule of Transaction Costs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Convertible Notes Payable2027 | |
Long-term debt | |
Total transaction costs | $ 14,285 |
Convertible Notes Payable2028 | |
Long-term debt | |
Total transaction costs | 24,453 |
Convertible Notes Payable2030 | |
Long-term debt | |
Total transaction costs | 4,970 |
2030 Convertible Notes | |
Long-term debt | |
Total transaction costs | $ 17,646 |
CONVERTIBLE NOTES - Summary of
CONVERTIBLE NOTES - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Debt issuance costs amortization | $ 1,378 | $ 1,412 |
Debt discount amortization | 31 | 36 |
Gain on settlements of convertible notes, net | (10,324) | 0 |
Coupon interest expense | 3,354 | 2,567 |
Total interest expense (income) on convertible notes | $ (5,561) | $ 4,015 |
CONVERTIBLE NOTES - Schedule _3
CONVERTIBLE NOTES - Schedule of Effective Interest Rates Related to Convertible Debt (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
2030 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 1.18% | 1.18% |
2028 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 0.67% | 0.67% |
2027 Convertible Notes | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 0.64% | 0.64% |
Convertible Notes Payable2030 | ||
Schedule of Convertible notes [Line Items] | ||
Effective interest rate (as a percent) | 2.12% | 0% |
LICENSE AND COLLABORATION AGR_2
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2020 USD ($) installment | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Research and development expense | $ 95,419 | $ 102,248 | |
Licensing agreements | Mayo | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
License agreement fees commitment | $ 6,300 | ||
Number of installments | installment | 5 | ||
Period patent remains in effect | 5 years | ||
Research and development expense | $ 1,300 | $ 1,400 |
LICENSE AND COLLABORATION AGR_3
LICENSE AND COLLABORATION AGREEMENTS - John Hopkins University (Details) - OmicEra acquisition - Licensing agreements $ in Millions | Jan. 05, 2021 USD ($) |
Sales milestone range one | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | $ 10 |
Collaborative arrangement sales milestone amount | 500 |
Sales milestone range two | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | 15 |
Collaborative arrangement sales milestone amount | 1,000 |
Sales milestone range three | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | 20 |
Collaborative arrangement sales milestone amount | $ 1,500 |
LICENSE AND COLLABORATION AGR_4
LICENSE AND COLLABORATION AGREEMENTS - Translational Genomics Research Institute (Details) - Tgen - Licensing agreements $ in Millions | Jan. 31, 2021 USD ($) |
Product Revenue Related to MRD Detection, Payment One | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | $ 10 |
Product Revenue Related to MRD Detection, Payment Two | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | 35 |
Product Revenue Related to Treatment, Payment One | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | 100 |
Product Revenue Related to Treatment, Payment Two | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | $ 250 |
PFIZER PROMOTION AGREEMENT (Det
PFIZER PROMOTION AGREEMENT (Details) - Cologuard promotion agreement - Pfizer Inc - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Nov. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Contract termination fee | $ 35.9 | |
Service fee based on incremental gross profits over specified baselines and royalties | $ 2.5 | |
Charges for promotion, sales and marketing | $ 38.4 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - OmicEra diagnostics acquisition - USD ($) shares in Millions, $ in Millions | 1 Months Ended | |
May 31, 2022 | May 01, 2022 | |
Subsidiary or Equity Method Investee [Line Items] | ||
Business acquisition, equity interest issued or issuable (in shares) | 0.3 | |
Fair value of stock issued in acquisition | $ 14.8 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 3,043,162 | $ 3,387,636 |
Other comprehensive loss before reclassifications | 2,839 | (5,231) |
Amounts reclassified from accumulated other comprehensive income | 678 | 27 |
Net current period change in accumulated other comprehensive loss | 3,517 | (5,204) |
Ending balance | 3,057,708 | 3,258,211 |
Cumulative Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 53 | 23 |
Other comprehensive loss before reclassifications | 550 | (237) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current period change in accumulated other comprehensive loss | 550 | (237) |
Ending balance | 603 | (214) |
Unrealized Gain (Loss) on Marketable Securities | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,289) | (1,466) |
Other comprehensive loss before reclassifications | 2,289 | (4,994) |
Amounts reclassified from accumulated other comprehensive income | 678 | 27 |
Net current period change in accumulated other comprehensive loss | 2,967 | (4,967) |
Ending balance | (2,322) | (6,433) |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,236) | (1,443) |
Ending balance | $ (1,719) | $ (6,647) |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Amounts Reclassified from AOCI (Details) - Reclassification out of accumulated other comprehensive income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Total reclassifications | $ 678 | $ 27 |
Unrealized Gain (Loss) on Marketable Securities | ||
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Investment income (loss), net | $ 678 | $ 27 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-based compensation | ||
Stock-based compensation expense | $ 49.1 | $ 52.4 |
Proceeds from stock options exercised | 1 | $ 4.3 |
Stock plans | ||
Stock-based compensation | ||
Unrecognized compensation cost | $ 503.4 | |
Weighted average period for recognition of cost | 2 years 10 months 24 days | |
Employee stock | Employee Stock Purchase Plan2010 | ||
Stock-based compensation | ||
Purchase of employee stock purchase plan shares (in shares) | 0 | 0 |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - Stock plans - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 1,517,876 | ||
Exercised (in shares) | (88,260) | ||
Forfeited (in shares) | (13,285) | ||
Outstanding at the end of the period (in shares) | 1,517,876 | 1,416,331 | |
Vested and expected to vest at end of period (in shares) | 1,416,331 | ||
Exercisable at the end of the period (in shares) | 1,351,469 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 44.82 | ||
Exercised (in dollars per share) | 10.93 | ||
Forfeited (in dollars per share) | 93.78 | ||
Outstanding at the end of the period (in dollars per share) | $ 44.82 | 46.48 | |
Vested and expected to vest at end of period (in dollars per share) | 46.48 | ||
Exercisable at the end of the period (in dollars per share) | $ 44.18 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 4 years 8 months 12 days | 4 years 6 months | |
Vested and expected to vest at end of period | 4 years 6 months | ||
Exercisable at the end of the period | 4 years 4 months 24 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 42,583 | ||
Vested and expected to vest at end of period | 42,583 | ||
Exercisable at the end of the period | 42,439 | ||
Total intrinsic value of options exercised | $ 4,800 | $ 29,600 |
STOCK-BASED COMPENSATION - Shar
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Shares and RSUs | ||
Restricted Shares | ||
Outstanding at the beginning of the period (in shares) | 5,254,709 | |
Granted (in shares) | 3,109,184 | |
Released (in shares) | (1,279,999) | |
Forfeited (in shares) | (207,363) | |
Outstanding at the end of the period (in shares) | 6,876,531 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 89.29 | |
Granted (in dollars per share) | 60.25 | |
Released (in dollars per share) | 95.01 | |
Forfeited (in dollars per share) | 79.15 | |
Outstanding at the end of the period (in dollars per share) | $ 72.87 | |
Fair value of equity instruments other than options vested in period | $ 121.2 | $ 110.8 |
Restricted stock units | ||
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 77.31 |
STOCK-BASED COMPENSATION - Sh_2
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Performance Shares, Activity (Details) - Shares issuable upon the release of performance share units - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Stock-based compensation | |||
Outstanding (in shares) | 1,671,014 | 967,846 | |
Outstanding (in dollars per share) | $ 92.30 | $ 102.58 | |
Granted (in shares) | 749,459 | ||
Granted (in dollars per share) | $ 79.17 | $ 92.31 | |
Released (in shares) | (12,284) | ||
Released (in dollars per share) | $ 78.32 | ||
Forfeited (in shares) | (34,007) | ||
Forfeited (in dollars per share) | $ 100.78 | ||
Number of outstanding performance share units (in shares) | 575,702 | ||
Fair value of equity instruments other than options vested in period | $ 1 | $ 27.2 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 9,135 | $ 8,097 |
Operating cash flows from finance leases | 170 | 211 |
Finance cash flows from finance leases | 745 | 1,548 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | (3,833) | (4,259) |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 318 | $ 878 |
Weighted-average remaining lease term - operating leases (in years) | 7 years 2 months 4 days | 8 years 2 months 1 day |
Weighted-average remaining lease term - finance leases (in years) | 3 years 25 days | 2 years 9 months 18 days |
Weighted-average discount rate - operating leases | 6.42% | 6.09% |
Weighted-average discount rate - finance leases | 6.67% | 5.32% |
Operating Lease, Right-of-Use Asset Modification | $ 6,200 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease right-of-use assets | $ 156,782 | $ 167,003 | ||
Additional amount to be recognized at lease commencement for the lease liability | 204,700 | 210,800 | ||
Operating lease liability, current | 30,014 | 28,366 | ||
Operating lease liability, noncurrent | 174,690 | 182,399 | ||
Finance lease, right-of-use asset | $ 9,500 | 10,200 | ||
Finance lease, right-of-use asset, statement of financial position, extensible list | Other long-term assets, net | |||
Finance lease liability | $ 10,000 | 10,600 | ||
Finance lease liability, current | $ 3,200 | $ 3,200 | ||
Finance lease, liability, current, statement of financial position, extensible list | Other current liabilities | Other current liabilities | ||
Finance lease liability, noncurrent | $ 6,800 | $ 7,400 | ||
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities | ||
DOS Rule Investigation | ||||
Lessee, Lease, Description [Line Items] | ||||
Estimated civil damages | $ 48,200 | |||
Civil damages | $ 53,800 | |||
Loss Contingency Accrual | $ 29,000 |
WISCONSIN ECONOMIC DEVELOPMEN_2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2021 USD ($) position | Feb. 28, 2015 USD ($) position | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Wisconsin economic development tax credit agreement | ||||||
Agreements | ||||||
Refundable tax credits available, contingent | $ 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 credits earned | $ 9 | |||||
Refundable tax credit received | $ 9 | |||||
Amended wisconsin economic development tax credit agreement | ||||||
Agreements | ||||||
Capital investment expenditures over specified period, requirement to earn the refundable tax credits | $ 350 | |||||
Full-time positions that must be created over a specified time period to earn the refundable tax credits | position | 1,300 | |||||
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed | 5 years | |||||
Refundable tax credits earned | $ 18.5 | $ 10.2 | ||||
Credit earning rate | 10% | |||||
Maximum credits available to earn | $ 7 | |||||
Refundable tax credit received | 1.7 | |||||
Refundable tax credit receivable | 8.5 | |||||
Amended wisconsin economic development tax credit agreement | Operating expense | ||||||
Agreements | ||||||
Amortization of tax credits | 1.2 | $ 1 | ||||
Amended wisconsin economic development tax credit agreement | Prepaid expenses and other current assets | ||||||
Agreements | ||||||
Refundable tax credit receivable | 3.8 | |||||
Amended wisconsin economic development tax credit agreement | Other long-term assets | ||||||
Agreements | ||||||
Refundable tax credit receivable | $ 4.7 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 602,450 | $ 486,571 |
Number of operating segments | segment | 1 | |
United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 565,182 | 457,011 |
Outside of United States | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||
Revenue | $ 37,268 | $ 29,560 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Tax expense (benefit) | $ 1,657 | $ (2,015) | |
Deferred tax liabilities, net | 20,100 | $ 19,700 | |
Unrecognized tax benefits | $ 29,600 | $ 28,300 |