Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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, $0.01 par value per share | |
Trading Symbol | EXAS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 180,849,944 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001124140 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 594,612 | $ 242,493 |
Marketable securities | 139,794 | 389,564 |
Accounts receivable, net | 199,403 | 158,043 |
Inventory | 132,841 | 118,259 |
Prepaid expenses and other current assets | 81,536 | 73,898 |
Total current assets | 1,148,186 | 982,257 |
Long-term Assets: | ||
Property, plant and equipment, net | 692,404 | 684,756 |
Operating lease right-of-use assets | 149,671 | 167,003 |
Goodwill | 2,366,514 | 2,346,040 |
Intangible assets, net | 1,913,307 | 1,956,240 |
Other long-term assets, net | 150,748 | 90,577 |
Total assets | 6,420,830 | 6,226,873 |
Current liabilities: | ||
Accounts payable | 73,558 | 74,916 |
Accrued liabilities | 309,872 | 299,216 |
Operating lease liabilities, current portion | 30,389 | 28,366 |
Loans Payable, Current | 50,000 | 0 |
Other current liabilities | 12,694 | 10,249 |
Total current liabilities | 476,513 | 412,747 |
Long-term liabilities: | ||
Convertible notes, net | 2,312,921 | 2,186,106 |
Long-term debt, less current portion | 0 | 50,000 |
Other long-term liabilities | 341,771 | 352,459 |
Operating lease liabilities, less current portion | 168,398 | 182,399 |
Total liabilities | 3,299,603 | 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 September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—180,814,407 and 177,925,631 shares at September 30, 2023 and December 31, 2022 | 1,809 | 1,780 |
Additional paid-in capital | 6,540,362 | 6,311,644 |
Accumulated other comprehensive loss | (1,535) | (5,236) |
Accumulated deficit | (3,419,409) | (3,265,026) |
Total stockholders’ equity | 3,121,227 | 3,043,162 |
Total liabilities and stockholders’ equity | $ 6,420,830 | $ 6,226,873 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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) | 180,814,407 | 177,925,631 |
Common stock, outstanding (in shares) | 180,814,407 | 177,925,631 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 628,338 | $ 523,073 | $ 1,852,881 | $ 1,531,284 |
Operating expenses | ||||
Cost of sales (exclusive of amortization of acquired intangible assets) | 168,526 | 147,937 | 482,383 | 427,242 |
Research and development | 111,446 | 90,813 | 310,960 | 299,144 |
Sales and marketing | 173,159 | 187,697 | 536,613 | 635,800 |
General and administrative | 217,393 | 191,968 | 672,653 | 543,410 |
Amortization of acquired intangible assets | 22,992 | 23,526 | 68,849 | 74,536 |
Impairment of long-lived assets | 0 | 5,946 | 621 | 12,537 |
Total operating expenses | 693,516 | 647,887 | 2,072,079 | 1,992,669 |
Other operating income (loss) | 72,027 | (13,244) | 72,027 | (13,244) |
Income (loss) from operations | 6,849 | (138,058) | (147,171) | (474,629) |
Other income (expense) | ||||
Investment income (loss), net | 2,065 | (8,584) | 7,383 | (13,790) |
Interest expense | (7,871) | (5,235) | (11,582) | (14,224) |
Total other income (expense) | (5,806) | (13,819) | (4,199) | (28,014) |
Net income (loss) before tax | 1,043 | (151,877) | (151,370) | (502,643) |
Income tax benefit (expense) | (249) | 3,116 | (3,013) | 6,882 |
Net income (loss) | $ 794 | $ (148,761) | $ (154,383) | $ (495,761) |
Net loss per share—basic (in usd per share) | $ 0 | $ (0.84) | $ (0.86) | $ (2.82) |
Net loss per share—diluted (in usd per share) | $ 0 | $ (0.84) | $ (0.86) | $ (2.82) |
Weighted average common shares outstanding—basic (in shares) | 180,649 | 176,997 | 179,817 | 175,935 |
Weighted average common shares outstanding—diluted (in shares) | 184,075 | 176,997 | 179,817 | 175,935 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 794 | $ (148,761) | $ (154,383) | $ (495,761) |
Other comprehensive loss, net of tax: | ||||
Unrealized gain (loss) on available-for-sale investments | 423 | 4 | 4,327 | (6,451) |
Foreign currency translation adjustment | (1,235) | (2,429) | (626) | (3,176) |
Comprehensive loss | $ (18) | $ (151,186) | $ (150,682) | $ (505,388) |
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 income (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, 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 | |||||
Net income (loss) | (495,761) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 177,253,533 | ||||
Ending balance at Sep. 30, 2022 | 3,108,634 | $ 1,774 | 6,255,211 | (11,070) | (3,137,281) |
Beginning balance (in shares) at Mar. 31, 2022 | 175,551,408 | ||||
Beginning balance at Mar. 31, 2022 | 3,258,211 | $ 1,757 | 6,085,558 | (6,647) | (2,822,457) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 84,485 | ||||
Exercise of common stock options | 743 | $ 1 | 742 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 391,129 | ||||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 183,095 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 58,932 | $ 2 | 58,930 | ||
Other | 14,790 | $ 2 | 14,788 | ||
Issuance of common stock for business combinations, net of issuance costs (in shares) | 265,186 | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 15,529 | $ 3 | 15,526 | ||
Purchase of employee stock purchase plan shares (in shares) | 326,131 | ||||
Issuance of common stock to fund the Company's 401(k) match | 29,202 | $ 4 | 29,198 | ||
Net income (loss) | (166,063) | (166,063) | |||
Other comprehensive income (loss) | (1,998) | (1,998) | |||
Ending balance (in shares) at Jun. 30, 2022 | 176,801,434 | ||||
Ending balance at Jun. 30, 2022 | 3,209,346 | $ 1,769 | 6,204,742 | (8,645) | (2,988,520) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 73,441 | ||||
Exercise of common stock options | 941 | $ 1 | 940 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 378,658 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 49,533 | $ 4 | 49,529 | ||
Net income (loss) | (148,761) | (148,761) | |||
Other comprehensive income (loss) | (2,425) | (2,425) | |||
Ending balance (in shares) at Sep. 30, 2022 | 177,253,533 | ||||
Ending balance at Sep. 30, 2022 | $ 3,108,634 | $ 1,774 | 6,255,211 | (11,070) | (3,137,281) |
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 income (loss) | (74,151) | (74,151) | |||
Other comprehensive income (loss) | 3,517 | 3,517 | |||
Ending balance (in shares) at Mar. 31, 2023 | 179,830,145 | ||||
Ending balance at Mar. 31, 2023 | $ 3,057,708 | $ 1,799 | 6,396,805 | (1,719) | (3,339,177) |
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 | |||||
Net income (loss) | $ (154,383) | ||||
Ending balance (in shares) at Sep. 30, 2023 | 180,814,407 | 180,814,407 | |||
Ending balance at Sep. 30, 2023 | $ 3,121,227 | $ 1,809 | 6,540,362 | (1,535) | (3,419,409) |
Beginning balance (in shares) at Mar. 31, 2023 | 179,830,145 | ||||
Beginning balance at Mar. 31, 2023 | 3,057,708 | $ 1,799 | 6,396,805 | (1,719) | (3,339,177) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 36,728 | ||||
Exercise of common stock options | 852 | $ 1 | 851 | ||
Issuance of common stock to fund the Company's 401(k) match (in shares) | 335 | ||||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 134,002 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 61,725 | $ 1 | 61,724 | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan | 16,344 | $ 5 | 16,339 | ||
Purchase of employee stock purchase plan shares (in shares) | 544,453 | ||||
Issuance of common stock to fund the Company's 401(k) match | 23 | 23 | |||
Net income (loss) | (81,026) | (81,026) | |||
Other comprehensive income (loss) | 996 | 996 | |||
Ending balance (in shares) at Jun. 30, 2023 | 180,545,663 | ||||
Ending balance at Jun. 30, 2023 | 3,056,622 | $ 1,806 | 6,475,742 | (723) | (3,420,203) |
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options (in shares) | 51,262 | ||||
Exercise of common stock options | 1,077 | $ 1 | 1,076 | ||
Compensation expense related to issuance of stock options and restricted stock awards (in shares) | 217,482 | ||||
Compensation expense related to issuance of stock options and restricted stock awards | 61,871 | $ 2 | 61,869 | ||
Replaced restricted stock awards for business combinations | 1,675 | 1,675 | |||
Net income (loss) | 794 | 794 | |||
Other comprehensive income (loss) | $ (812) | (812) | |||
Ending balance (in shares) at Sep. 30, 2023 | 180,814,407 | 180,814,407 | |||
Ending balance at Sep. 30, 2023 | $ 3,121,227 | $ 1,809 | $ 6,540,362 | $ (1,535) | $ (3,419,409) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 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 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (154,383) | $ (495,761) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation | 83,587 | 73,541 |
Unrealized loss on equity investments | 15,622 | 3,497 |
Deferred tax benefit | (279) | (9,346) |
Stock-based compensation | 172,735 | 160,906 |
Realized (gain) loss on non-marketable investment | (5,358) | 10,000 |
Gain on settlements of convertible notes, net | (10,324) | 0 |
Amortization of acquired intangible assets | 68,849 | 74,536 |
Impairment of long-lived assets | 621 | 12,537 |
Loss on sale of asset | 0 | 13,244 |
Gain on contingent consideration from sale of asset | (68,900) | 0 |
Remeasurement of contingent consideration liabilities | (13,051) | (57,619) |
Non-cash lease expense | 20,918 | 24,452 |
Other | 3,530 | 9,151 |
Changes in assets and liabilities: | ||
Accounts receivable, net | (40,306) | 27,968 |
Inventory, net | (13,074) | (9,705) |
Operating lease liabilities | (19,741) | (16,242) |
Accounts payable and accrued liabilities | 51,084 | (89,268) |
Other assets | 3,686 | 4,901 |
Other liabilities | (1,274) | (2,586) |
Net cash provided by (used in) operating activities | 86,570 | (275,596) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (75,096) | (102,438) |
Maturities and sales of marketable securities | 328,054 | 377,440 |
Purchases of property, plant and equipment | (89,268) | (141,586) |
Proceeds from sale of asset | 0 | 25,000 |
Business combination, net of cash acquired | (50,000) | 685 |
Sales of investments in privately held companies | 9,296 | 0 |
Investments in privately held companies | (6,290) | (26,827) |
Other investing activities | (250) | (49) |
Net cash provided by investing activities | 116,446 | 132,225 |
Cash flows from financing activities: | ||
Proceeds from exercise of common stock options | 2,893 | 5,966 |
Proceeds in connection with the Company’s employee stock purchase plan | 16,344 | 15,529 |
Proceeds from issuance of convertible notes | 0 | 50,000 |
Proceeds from issuance of convertible notes | 137,976 | 0 |
Other financing activities | (7,484) | (5,113) |
Net cash provided by financing activities | 149,729 | 66,382 |
Effects of exchange rate changes on cash and cash equivalents | (626) | (3,176) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 352,119 | (80,165) |
Cash, cash equivalents and restricted cash, beginning of period | 242,790 | 315,768 |
Cash, cash equivalents and restricted cash, end of period | 594,909 | 235,603 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment acquired but not paid | 14,422 | 23,659 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 18,176 | 10,754 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 594,612 | 235,306 |
Restricted cash — included in prepaid expenses and other current assets | 297 | 297 |
Total cash, cash equivalents and restricted cash | $ 594,909 | $ 235,603 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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, valuation of contingent consideration, 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. Significant Accounting Policies During the nine months ended September 30, 2023, there were no changes to the Company’s significant accounting policies as described in the Company’s 2022 Form 10-K, except as described in the Contingent Consideration Asset and Recently Adopted Accounting Pronouncements sections below. Contingent Consideration Asset The sale of the Company’s intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”) resulted in the recognition of variable consideration in accordance with Accounting Standards Codification (“ASC”) 606. The Company estimates the amount of variable consideration that it is entitled to each quarter using the most likely amount method and considers whether there are any constraints on the consideration. If it is probable that a significant reversal of a gain would not occur, the Company will record a gain. To determine the classification of the consideration, the Company determines if the consideration is conditional on something other than the passage of time. Revenue-based contingent consideration that is conditional on something other than the passage of time, including future revenues from sales related to the GPS test, result in the variable consideration being classified as a contract asset. At the time the amount earned is determined, and passage of time is the only condition remaining, the contract asset is reclassified to a receivable. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-03, Presentation of Financial Statement (Topic 205 ), Income Statement - Reporting Comprehensive Income (Topic 220 ), Distinguishing Liabilities from Equity (Topic 480 ), Equity (Topic 505 ), and Compensation - Stock Compensation (Topic 718 ) , to amend various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, and the adoption had no material impact to the Company's consolidated financial statements. Net Income (Loss) Per Share Basic net income (loss) per common share (“EPS”) was determined by dividing net income (loss) applicable to common stockholders by the weighted average common shares outstanding during the period. Diluted EPS is based on shares that are outstanding per the calculation of basic EPS and on potentially dilutive shares. The following is a reconciliation of the numerator and denominator used to calculate basic EPS and diluted EPS for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Net income (loss) available to common shareholders $ 794 $ (148,761) $ (154,383) $ (495,761) Weighted average common shares outstanding - basic 180,649 176,997 179,817 175,935 Effect of dilutive shares: Restricted stock awards 2,153 — — — Employee stock purchase plan 589 — — — Stock options 646 — — — Performance share units 38 — — — Dilutive potential common shares 3,426 — — — Weighted average common shares outstanding - diluted 184,075 176,997 179,817 175,935 Earnings per common share from net earnings - basic $ 0.00 $ (0.84) $ (0.86) $ (2.82) Earnings per common share from net earnings - diluted $ 0.00 $ (0.84) $ (0.86) $ (2.82) 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: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Shares issuable upon conversion of convertible notes 23,231 20,309 23,231 20,309 Shares issuable upon the release of restricted stock awards — 5,588 6,423 5,588 Shares issuable upon the release of performance share units — 1,018 1,584 1,018 Shares issuable upon exercise of stock options — 1,588 1,305 1,588 Shares issuable in connection with acquisitions — 45 — 45 23,231 28,548 32,543 28,548 |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype® tests. The services are considered 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Screening Medicare Parts B & C $ 173,624 $ 140,366 $ 521,370 $ 389,373 Commercial 253,401 188,923 732,182 531,789 Other 44,988 31,470 124,443 100,013 Total Screening 472,013 360,759 1,377,995 1,021,175 Precision Oncology Medicare Parts B & C $ 46,383 $ 47,038 $ 141,352 $ 152,224 Commercial 44,430 42,660 135,574 134,658 International 38,599 31,533 111,453 89,536 Other 26,913 30,212 80,552 81,640 Total Precision Oncology 156,325 151,443 468,931 458,058 COVID-19 Testing $ — $ 10,871 $ 5,955 $ 52,051 Total $ 628,338 $ 523,073 $ 1,852,881 $ 1,531,284 Screening revenue primarily includes laboratory service revenue from Cologuard and Prevention Genetics, LLC (“PreventionGenetics”) tests while Precision Oncology revenue includes laboratory service revenue from global Oncotype DX and therapy selection tests. 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 $4.7 million and $6.4 million for the three months ended September 30, 2023 and 2022, respectively. The Company recognized revenue from a change in transaction price of $23.7 million and $17.6 million for the nine months ended September 30, 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 September 30, 2023 and December 31, 2022. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Sep. 30, 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 September 30, 2023 and December 31, 2022: (In thousands) September 30, 2023 December 31, 2022 Cash and cash equivalents Cash and money market $ 543,316 $ 178,168 Cash equivalents 51,296 64,325 Total cash and cash equivalents 594,612 242,493 Marketable securities Available-for-sale debt securities $ 137,049 $ 384,415 Equity securities 2,745 5,149 Total marketable securities 139,794 389,564 Total cash, cash equivalents and marketable securities $ 734,406 $ 632,057 Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at September 30, 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 $ 49,806 $ — $ — $ 49,806 U.S. government agency securities 1,490 — — 1,490 Total cash equivalents 51,296 — — 51,296 Marketable securities Corporate bonds $ 55,464 $ 5 $ (359) $ 55,110 U.S. government agency securities 43,121 1 (190) 42,932 Asset backed securities 30,524 — (419) 30,105 Commercial paper 8,902 — — 8,902 Total marketable securities 138,011 6 (968) 137,049 Total available-for-sale securities $ 189,307 $ 6 $ (968) $ 188,345 ______________ (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 September 30, 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 $ 49,806 $ 49,806 $ — $ — U.S. government agency securities 1,490 1,490 — — Total cash equivalents 51,296 51,296 — — Marketable securities Corporate bonds $ 37,188 $ 36,931 $ 18,276 $ 18,179 U.S. government agency securities 27,744 27,648 15,377 15,284 Commercial Paper 8,902 8,902 — — Asset backed securities 898 894 29,626 29,211 Total marketable securities 74,732 74,375 63,279 62,674 Total available-for-sale securities $ 126,028 $ 125,671 $ 63,279 $ 62,674 The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of September 30, 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 Corporate bonds $ 34,109 $ (177) $ 17,996 $ (182) $ 52,105 $ (359) U.S. government agency securities 33,114 (151) 7,929 (39) 41,043 (190) Asset backed securities 15,011 (41) 15,094 (378) 30,105 (419) Total available-for-sale securities $ 82,234 $ (369) $ 41,019 $ (599) $ 123,253 $ (968) The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of September 30, 2023 and December 31, 2022 because the change in market value for those securities in an unrealized loss position resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORY | INVENTORY Inventory consisted of the following: (In thousands) September 30, 2023 December 31, 2022 Raw materials $ 64,939 $ 61,207 Semi-finished and finished goods 67,902 57,052 Total inventory $ 132,841 $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 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 September 30, 2023 December 31, 2022 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 214,447 200,588 Land improvements 15 years 6,694 6,417 Buildings 30 - 40 years 291,035 288,941 Computer equipment and computer software 3 years 161,406 142,896 Machinery and equipment 3 - 10 years 269,240 246,344 Furniture and fixtures 3 - 10 years 36,390 34,047 Assets under construction n/a 96,815 68,398 Property, plant and equipment, at cost 1,080,743 992,347 Accumulated depreciation (388,339) (307,591) Property, plant and equipment, net $ 692,404 $ 684,756 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. Depreciation expense for the three months ended September 30, 2023 and 2022 was $29.3 million and $25.0 million, respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 was $83.6 million and $73.5 million, respectively. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 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 September 30, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at September 30, 2023 Finite-lived intangible assets Trade name 11.8 $ 104,000 $ (26,090) $ 77,910 Customer relationships 7.3 4,000 (778) 3,222 Patents and licenses 4.3 11,542 (9,237) 2,305 Acquired developed technology (1) 7.5 887,389 (307,519) 579,870 Total finite-lived intangible assets 1,006,931 (343,624) 663,307 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,256,931 $ (343,624) $ 1,913,307 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 September 30, 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 three months) $ 23,311 2024 92,908 2025 91,860 2026 90,800 2027 90,800 Thereafter 273,628 $ 663,307 The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives. On August 2, 2022, the Company completed a sale of the developed technology intangible asset related to the GPS test to MDxHealth SA (“MDxHealth”), which was measured using the income approach to determine the fair value. The gross value of the intangible asset was $59.0 million with accumulated amortization of $16.1 million as of the closing date, resulting in a carrying value of $42.9 million, which was derecognized from intangible assets, net in the condensed consolidated balance sheets upon completion of the divestiture. Refer to the Company’s 2022 Form 10-K for further information on the sale. During the third quarter of 2022, the remaining carrying value of $2.0 million related to the supply agreement intangible asset acquired as part of the combination with Genomic Health, Inc. (“Genomic Health”) was recorded as a non-cash, pre-tax impairment loss due to the termination of the agreement. During the second quarter of 2022, the Company recorded a non-cash, pre-tax impairment loss of $6.6 million related to the acquired developed technology intangible asset acquired as a result of the acquisition of Paradigm Diagnostics, Inc. due to lower than anticipated performance of the underlying product. The impairment charges recorded are included in impairment of long-lived assets in the condensed consolidated statement of operations. Goodwill The change in the carrying amount of goodwill for the periods ended September 30, 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 Resolution Bioscience acquisition (2) 20,569 Effects of changes in foreign currency exchange rates (1) (95) Balance September 30, 2023 $ 2,366,514 ______________ (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. (2) Refer to Note 16 for further discussion on the Company’s acquisition of Resolution Bioscience, Inc. There were no impairment losses for the three and nine months ended September 30, 2023 and 2022. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 $ 543,316 $ 543,316 $ — $ — Commercial paper 49,806 — 49,806 — U.S. government agency securities 1,490 — 1,490 — Restricted cash 297 297 — — Marketable securities Corporate bonds $ 55,110 $ — $ 55,110 $ — U.S. government agency securities 42,932 — 42,932 — Asset backed securities 30,105 — 30,105 — Commercial paper 8,902 — 8,902 — Equity securities 2,745 2,745 — — Non-marketable securities $ 9,057 $ — $ — $ 9,057 Liabilities Contingent consideration $ (293,777) $ — $ — $ (293,777) Total $ 449,983 $ 546,358 $ 188,345 $ (284,720) 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 and nine months ended September 30, 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. The Company has elected the fair value option under the income approach to measure its non-marketable securities categorized as Level 3 measurements. Gains and losses recorded on non-marketable securities are included in investment income (loss), net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option: (In thousands) Non-Marketable Securities Beginning balance, January 1, 2023 $ 10,065 Purchases of non-marketable securities 6,957 Changes in fair value (7,965) Ending balance, September 30, 2023 $ 9,057 Contingent Consideration Liabilities The fair value of the contingent consideration liabilities was $293.8 million and $306.9 million as of September 30, 2023 and December 31, 2022, respectively, which was included 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) (13,051) Payments (99) Ending balance, September 30, 2023 $ 293,777 ______________ (1) The change in fair value of the contingent consideration liability was a reduction of $5.9 million and $57.6 million for the three and nine months ended September 30, 2022, respectively, which is included in general and administrative expenses in the condensed consolidated statement of operations. 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 $293.8 million and $306.8 million as of September 30, 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 September 30, 2023 and December 31, 2022, and a weighted average present-value factor of 6.7% and 6.2% as of September 30, 2023 and December 31, 2022, respectively. The projected fiscal year of payment range is from 2025 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, Inc. acquisition was not material as of September 30, 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 September 30, 2023 and December 31, 2022 the aggregate carrying amounts of the Company’s non-marketable equity securities without readily determinable fair values were $31.7 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 material upward or downward adjustments as a result of observable price changes. A realized gain of $5.4 million was recorded in the second quarter of 2023 as a result of an investee being acquired. During the three and nine months ended September 30, 2022, the Company determined that one of its investments was fully impaired and recorded a $10.0 million realized loss. The Company has committed capital to venture capital investment funds (the “Funds”) of $17.5 million, of which $12.4 million remained callable through 2033 as of September 30, 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 $5.1 million and $3.9 million as of September 30, 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 September 30, 2023 and December 31, 2022 the Company had open foreign currency forward contracts with notional amounts of $33.3 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 September 30, 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 September 30, 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 and nine months ended September 30, 2023 and 2022. |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 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 September 30, 2023, the eligible borrowing base under the Securitization Facility was $102.9 million of which the Company elected to collateralize $50.0 million. As of September 30, 2023 and December 31, 2022, the Company had an outstanding balance of $50.0 million, which is included in debt, current portion and long-term debt, less current portion, respectively, 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 6.88% at September 30, 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 September 30, 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 September 30, 2023 and December 31, 2022, respectively. As of September 30, 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 | 9 Months Ended |
Sep. 30, 2023 | |
CONVERTIBLE NOTES [Abstract] | |
CONVERTIBLE NOTES | CONVERTIBLE NOTES Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of September 30, 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 $ (4,527) $ 568,466 $ 645,511 2 2028 Convertible Notes - 0.375% 949,042 (11,134) 937,908 811,431 2 2027 Convertible Notes - 0.375% 563,822 (5,856) 557,966 513,078 2 2025 Convertible Notes - 1.000% 249,172 (591) 248,581 276,152 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 expense in the condensed consolidated statement of operations for the nine months ended September 30, 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 expense in the condensed consolidated statement of operations for the nine months ended September 30, 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 $68.22 on September 30, 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 $ 4,938 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Debt issuance costs amortization $ 1,329 $ 1,444 $ 4,021 $ 4,284 Debt discount amortization 25 37 81 110 Gain on settlements of convertible notes — — (10,324) — Coupon interest expense 4,906 2,566 13,166 7,699 Total interest expense (income) on convertible notes $ 6,260 $ 4,047 $ 6,944 $ 12,093 The following table summarizes the effective interest rates of the Notes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 2030 Convertible Notes 2.12 % — % 2.09 % — % 2028 Convertible Notes 0.64 % 0.64 % 0.63 % 0.64 % 2027 Convertible Notes 0.68 % 0.68 % 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % 1.17 % 1.18 % The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 1.30, 3.46, 4.42, and 6.42 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. |
LICENSE AND COLLABORATION AGREE
LICENSE AND COLLABORATION AGREEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
LICENSE AGREEMENTS [Abstract] | |
LICENSE AND COLLABORATION AGREEMENTS | LICENSE AND COLLABORATION AGREEMENTSThe 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 Foundation for Medical Education and Research 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 $1.2 million and $1.5 million for the three months ended September 30, 2023 and 2022, respectively. The Company incurred charges of $3.7 million and $4.2 million for the nine months ended September 30, 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 In January 2021, the Company entered into a worldwide exclusive license to the proprietary Targeted Digital Sequencing (“TARDIS”) technology from Translational Genomics Research Institute (“TGen”), an affiliate of City of Hope. Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. Under the agreement, the Company is obligated to make milestone payments to TGen of $10.0 million and $35.0 million upon achieving cumulative product revenue related to MRD detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The Company will record the sales milestones once achievement is deemed probable. Broad Institute, Inc. In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s molecular residual disease (“MRD”) testing. The Company accounted for this transaction as an asset acquisition. In connection with the asset acquisition, the Company paid $0.5 million upfront in cash, which was recorded to research and development expense in the condensed consolidated statement of operations as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. Watchmaker Genomics, Inc. |
PFIZER PROMOTION AGREEMENT
PFIZER PROMOTION AGREEMENT | 9 Months Ended |
Sep. 30, 2023 | |
PFIZER PROMOTION AGREEMENT | |
PFIZER PROMOTION AGREEMENT | PFIZER PROMOTION AGREEMENT In 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 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 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 amounts recognized in AOCI for the nine months ended September 30, 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 income (loss) before reclassifications (626) 748 122 Amounts reclassified from accumulated other comprehensive loss — 3,579 3,579 Net current period change in accumulated other comprehensive loss (626) 4,327 3,701 Balance at September 30, 2023 $ (573) $ (962) $ (1,535) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three and nine months ended September 30, 2023. The amounts recognized in AOCI for the nine months ended September 30, 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 (3,176) (6,597) (9,773) Amounts reclassified from accumulated other comprehensive income — 146 146 Net current period change in accumulated other comprehensive loss (3,176) (6,451) (9,627) Balance at September 30, 2022 $ (3,153) $ (7,917) $ (11,070) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the nine months ended September 30, 2022. Amounts reclassified from AOCI for the nine months ended September 30, 2023 and 2022 were as follows: Affected Line Item in the Nine Months Ended September 30, 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 $ 3,579 $ 146 Total reclassifications $ 3,579 $ 146 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 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 and is being recognized over the period from the date of modification to the date in which each participant becomes retirement-eligible. Stock-Based Compensation Expense The Company records stock-based compensation expense in connection with its 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 $61.9 million and $49.5 million in stock-based compensation expense during the three months ended September 30, 2023 and 2022, respectively. The Company recorded $172.7 million and $160.9 million in stock-based compensation expense during the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, there was approximately $404.5 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 2.6 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 (176,250) 16.41 Forfeited (37,074) 95.02 Outstanding, September 30, 2023 1,304,552 $ 47.23 4.1 $ 38,808 Vested and expected to vest, September 30, 2023 1,304,552 $ 47.23 4.1 $ 38,808 Exercisable, September 30, 2023 1,246,973 $ 44.90 4.0 $ 38,808 ______________ (1) The total intrinsic value of options exercised during the nine months ended September 30, 2023 and 2022 was $10.6 million and $34.7 million, respectively, determined as of the date of exercise. The Company received approximately $2.9 million and $6.0 million from stock option exercises during the nine months ended September 30, 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 nine months ended September 30, 2023 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2023 5,254,709 $ 89.29 Granted 3,383,127 62.28 Released (2) (1,646,982) 89.32 Forfeited (568,317) 74.64 Outstanding, September 30, 2023 6,422,537 $ 73.63 ______________ (1) The weighted average grant date fair value of the restricted stock units granted during the nine months ended September 30, 2022 was $70.28. (2) The fair value of restricted stock units vested and converted to shares of the Company’s common stock was $146.7 million and $155.5 million during the nine months ended September 30, 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 769,359 79.11 Released (3) (12,284) 78.32 Forfeited (140,727) 90.90 Outstanding, September 30, 2023 1,584,194 $ 92.16 ______________ (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 September 30, 2023 was 790,238. (2) The weighted average grant date fair value of the performance share units granted during the nine months ended September 30, 2022 was $89.43. (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 nine months ended September 30, 2023 and 2022, respectively. Employee Stock Purchase Plan (“ESPP”) The fair value of ESPP shares is based on the assumptions in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 ESPP Shares Risk-free interest rates (1) (1) 4.68% 1.49% - 2.73% Expected term (in years) (1) (1) 1.25 0.5 - 2 Expected volatility (1) (1) 67.30% 50.94% - 60.34% Dividend yield (1) (1) —% —% |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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: Nine Months Ended September 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29,212 $ 24,579 Operating cash flows from finance leases 559 520 Finance cash flows from finance leases 2,545 3,588 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 2,097 $ 25,471 Right-of-use assets obtained in exchange for new finance lease liabilities 4,940 8,203 Weighted-average remaining lease term - operating leases (in years) 7.00 7.60 Weighted-average remaining lease term - finance leases (in years) 2.99 3.50 Weighted-average discount rate - operating leases 6.50 % 6.34 % Weighted-average discount rate - finance leases 7.32 % 6.51 % ______________ (1) For the nine months ended September 30, 2023, this includes reductions of $8.6 million on the carrying value of the right-of-use assets held due to a reduction of the expected lease term. As of September 30, 2023 and December 31, 2022, the Company’s right-of-use assets from operating leases are $149.7 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 September 30, 2023, the Company has outstanding operating lease obligations of $198.8 million, of which $30.4 million is reported in operating lease liabilities, current portion and $168.4 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. other long-term assets other current liabilities other long-term liabilities Legal Matters The Company 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 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, that 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 matters 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. DOS Rule Matter In September 2023, the Company’s wholly owned subsidiary Genomic Health, Inc., which was acquired in November 2019, entered into a settlement agreement with the United States of America, acting through the Department of Justice (“DOJ”) and on behalf of the Office of Inspector General of the Department of Health and Human Services, and two qui tam relators to resolve the previously disclosed civil investigation concerning Genomic Health’s compliance with the Medicare Date of Service billing regulations (the “DOS Rule Matter”). Genomic Health entered into the settlement agreement to avoid the delay, uncertainty and expense of protracted litigation. The settlement agreement contains no admission of liability by Genomic Health. Under the terms of the settlement agreement, the Company made a payment $32.5 million, which the Company had accrued as a reserve for this matter as of June 30, 2023. Following the United States’ receipt of the settlement payment, the Company was released from any civil or administrative monetary claims under the civil False Claims Act and other specified civil statutes and common law theories of liability concerning the conduct identified in the settlement agreement. On September 29, 2023, the United States District Court for the Eastern District of New York unsealed two qui tam actions filed under the False Claims Act involving the DOS Rule Matter, and on October 2, 2023, those two actions were dismissed with prejudice pursuant to the terms of the settlement agreement. Gift Card Matter 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 did not prevent Dr. Rosen from continuing the Qui Tam Suit. On April 12, 2021, |
WISCONSIN ECONOMIC DEVELOPMENT
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS | 9 Months Ended |
Sep. 30, 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. During the three and nine months ended September 30, 2023 and September 30, 2022, the amounts recorded as an offset to operating expenses for the tax credits earned were not material. As of September 30, 2023, the Company has earned $9.0 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 $7.3 million, of which $3.8 million is reported in prepaid expenses and other current assets and $3.5 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 | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Business Combinations Resolution Bioscience, Inc. On September 12, 2023, the Company completed the acquisition (the “Resolution Bioscience Acquisition”) of all of the outstanding capital stock of Resolution Bioscience, Inc. (“Resolution Bioscience”) from Agilent Technologies, Inc. Resolution Bioscience develops and commercializes next-generation sequencing-based precision oncology solutions through its Clinical Laboratory Improvement Amendments (“CLIA”) certified lab based in Kirkland, Washington. The acquisition provides the Company with a high-quality blood-based therapy selection platform, complementing its comprehensive, tissue-based OncoExTra test. The Company has included the financial results of Resolution Bioscience in the condensed consolidated financial statements from the date of the acquisition. The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following: (In thousands) Cash $ 52,527 Fair value of replaced equity awards 1,675 Total purchase price $ 54,202 Of the $52.5 million of consideration to be settled through the payment of cash, $50.0 million was paid as of September 30, 2023. The remaining $2.5 million represents cash owed to the seller for reimbursement of employee-related compensation and benefit costs for pre-acquisition services. The remaining cash consideration will be held by the Company until settlement and was recorded in other current liabilities in the condensed consolidated balance sheet. The Company replaced unvested restricted stock units (“RSUs”) with a combination-date fair value of $4.6 million. Of the total consideration for replaced equity awards, $1.7 million was allocated to the consideration transferred, and $2.9 million was deemed compensatory as it was attributable to post acquisition vesting. The compensatory replaced equity awards will be expensed over the remaining service periods on a straight-line basis to general and administrative expenses in the condensed consolidated statement of operations. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Net operating assets $ 14,663 Developed technology 26,000 Total identifiable assets acquired 40,663 Net operating liabilities (7,029) Net identifiable assets acquired 33,634 Goodwill 20,568 Net assets acquired $ 54,202 The Company recorded a $26.0 million identifiable intangible asset related to the developed technology associated with Resolution Bioscience’s liquid biopsy therapy selection tests. Developed technology represents purchased technology that had reached technological feasibility and for which Resolution Bioscience had substantially completed development as of the acquisition date. The fair value of the developed technology has been determined using the multi-period excess earnings method of the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected revenues, gross margins, operating expenses, obsolescence, and an estimated discount rate. The developed technology intangible asset is amortized on a straight-line basis over its estimated useful life of 17 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the acquired workforce expertise and expected sales force and therapy selection product portfolio synergies. The total goodwill related to this acquisition is deductible for tax purposes. The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. Because of the close proximity between the acquisition date and quarter-end, the measurement period remains open pending the completion of valuation procedures related to the acquired assets and assumed liabilities, including in connection with the developed technology intangible asset. The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Resolution Bioscience, as though the companies were combined as of the beginning of January 1, 2022. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Total revenues $ 629,857 $ 525,802 $ 1,859,353 $ 1,541,154 Net loss before tax (7,257) (163,261) (181,660) (535,017) The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. Expected cost savings and other synergistic benefits resulting from the acquisition were not reflected in the unaudited pro forma financial information. The Company did not have any material, nonrecurring pro forma adjustments directly attributable to the acquisition included in the reported unaudited pro forma financial information. Revenue and net loss before tax from Resolution Bioscience included in the Company's condensed consolidated statements of operations for the three and nine months ended September 30, 2023 was not material. Acquisition-related costs were not material and have been recorded within general and administrative expenses in the condensed consolidated statement of operations. These costs include fees associated with financial, legal, accounting, and other advisors incurred to complete the acquisition. 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 and nine months ended September 30, 2023, there were no changes to the purchase price and purchase price allocation, and the measurement period has closed. Divestitures Oncotype DX Genomic Prostate Score Test On August 2, 2022, pursuant to an asset purchase agreement (“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 additional details on the initial sale and fair value of the consideration received at the closing date. On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (“Second Amendment”) related to the sale of the GPS test. Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms. The Company received additional consideration with a fair value of $3.1 million, which was recorded as a gain for the three and nine months ended September 30, 2023, and is included in other operating income (loss) in the condensed consolidated statement of operations. The Second Amendment also increases the maximum contingent consideration from $70.0 million to $82.5 million and eliminates the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement. As a result of the elimination of the minimum revenue thresholds, the Company determined that a significant reversal of a gain is not probable and therefore the contingent consideration is no longer constrained. The Company recorded a contingent consideration gain of $68.9 million for the three and nine months ended September 30, 2023, which is included in other operating income (loss) in the condensed consolidated statement of operations. The gain was estimated using historical GPS test revenues by MDxHealth under the most likely amount method. As of September 30, 2023, the contingent consideration is classified as a contract asset. The contract asset, which is included in other long-term assets, net on the condensed consolidated balance sheet, was $68.9 million and zero as of September 30, 2023 and December 31, 2022, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 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 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 United States $ 589,739 $ 491,540 $ 1,741,428 $ 1,441,748 Outside of United States 38,599 31,533 111,453 89,536 Total revenues $ 628,338 $ 523,073 $ 1,852,881 $ 1,531,284 Long-lived assets located in countries outside of the U.S. are not significant. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company recorded income tax expense of $0.2 million for the three months ended September 30, 2023 and a benefit of $3.1 million for the three months ended September 30, 2022. The Company recorded income tax expense of $3.0 million for the nine months ended September 30, 2023 and a benefit of $6.9 million for the nine months ended September 30, 2022. The Company’s income tax expense recorded during the three and nine months ended September 30, 2023 is primarily related to current foreign and state tax expense. A deferred tax liability of $18.7 million and $19.7 million was recorded as of September 30, 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 $33.7 million and $28.3 million of unrecognized tax benefits at September 30, 2023 and December 31, 2022, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months. As of September 30, 2023, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2000 through 2023, and to state income tax examinations for the tax years 2000 through 2023. No interest or penalties related to income taxes have been accrued or recognized as of September 30, 2023. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ 794 | $ (81,026) | $ (74,151) | $ (148,761) | $ (166,063) | $ (180,937) | $ (154,383) | $ (495,761) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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, valuation of contingent consideration, 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In July 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-03, Presentation of Financial Statement (Topic 205 ), Income Statement - Reporting Comprehensive Income (Topic 220 ), Distinguishing Liabilities from Equity (Topic 480 ), Equity (Topic 505 ), and Compensation - Stock Compensation (Topic 718 ) , to amend various SEC paragraphs in the ASC to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance, and the adoption had no material impact to the Company's consolidated financial statements. |
Net Loss Per Share | Net Income (Loss) Per ShareBasic net income (loss) per common share (“EPS”) was determined by dividing net income (loss) applicable to common stockholders by the weighted average common shares outstanding during the period. Diluted EPS is based on shares that are outstanding per the calculation of basic EPS and on potentially dilutive shares. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the numerator and denominator used to calculate basic EPS and diluted EPS for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Net income (loss) available to common shareholders $ 794 $ (148,761) $ (154,383) $ (495,761) Weighted average common shares outstanding - basic 180,649 176,997 179,817 175,935 Effect of dilutive shares: Restricted stock awards 2,153 — — — Employee stock purchase plan 589 — — — Stock options 646 — — — Performance share units 38 — — — Dilutive potential common shares 3,426 — — — Weighted average common shares outstanding - diluted 184,075 176,997 179,817 175,935 Earnings per common share from net earnings - basic $ 0.00 $ (0.84) $ (0.86) $ (2.82) Earnings per common share from net earnings - diluted $ 0.00 $ (0.84) $ (0.86) $ (2.82) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Shares issuable upon conversion of convertible notes 23,231 20,309 23,231 20,309 Shares issuable upon the release of restricted stock awards — 5,588 6,423 5,588 Shares issuable upon the release of performance share units — 1,018 1,584 1,018 Shares issuable upon exercise of stock options — 1,588 1,305 1,588 Shares issuable in connection with acquisitions — 45 — 45 23,231 28,548 32,543 28,548 |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Screening Medicare Parts B & C $ 173,624 $ 140,366 $ 521,370 $ 389,373 Commercial 253,401 188,923 732,182 531,789 Other 44,988 31,470 124,443 100,013 Total Screening 472,013 360,759 1,377,995 1,021,175 Precision Oncology Medicare Parts B & C $ 46,383 $ 47,038 $ 141,352 $ 152,224 Commercial 44,430 42,660 135,574 134,658 International 38,599 31,533 111,453 89,536 Other 26,913 30,212 80,552 81,640 Total Precision Oncology 156,325 151,443 468,931 458,058 COVID-19 Testing $ — $ 10,871 $ 5,955 $ 52,051 Total $ 628,338 $ 523,073 $ 1,852,881 $ 1,531,284 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 and December 31, 2022: (In thousands) September 30, 2023 December 31, 2022 Cash and cash equivalents Cash and money market $ 543,316 $ 178,168 Cash equivalents 51,296 64,325 Total cash and cash equivalents 594,612 242,493 Marketable securities Available-for-sale debt securities $ 137,049 $ 384,415 Equity securities 2,745 5,149 Total marketable securities 139,794 389,564 Total cash, cash equivalents and marketable securities $ 734,406 $ 632,057 |
Schedule of available-for-sale securities | Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at September 30, 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 $ 49,806 $ — $ — $ 49,806 U.S. government agency securities 1,490 — — 1,490 Total cash equivalents 51,296 — — 51,296 Marketable securities Corporate bonds $ 55,464 $ 5 $ (359) $ 55,110 U.S. government agency securities 43,121 1 (190) 42,932 Asset backed securities 30,524 — (419) 30,105 Commercial paper 8,902 — — 8,902 Total marketable securities 138,011 6 (968) 137,049 Total available-for-sale securities $ 189,307 $ 6 $ (968) $ 188,345 ______________ (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 September 30, 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 $ 49,806 $ 49,806 $ — $ — U.S. government agency securities 1,490 1,490 — — Total cash equivalents 51,296 51,296 — — Marketable securities Corporate bonds $ 37,188 $ 36,931 $ 18,276 $ 18,179 U.S. government agency securities 27,744 27,648 15,377 15,284 Commercial Paper 8,902 8,902 — — Asset backed securities 898 894 29,626 29,211 Total marketable securities 74,732 74,375 63,279 62,674 Total available-for-sale securities $ 126,028 $ 125,671 $ 63,279 $ 62,674 |
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 September 30, 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 Corporate bonds $ 34,109 $ (177) $ 17,996 $ (182) $ 52,105 $ (359) U.S. government agency securities 33,114 (151) 7,929 (39) 41,043 (190) Asset backed securities 15,011 (41) 15,094 (378) 30,105 (419) Total available-for-sale securities $ 82,234 $ (369) $ 41,019 $ (599) $ 123,253 $ (968) |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventory consisted of the following: (In thousands) September 30, 2023 December 31, 2022 Raw materials $ 64,939 $ 61,207 Semi-finished and finished goods 67,902 57,052 Total inventory $ 132,841 $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 December 31, 2022 Property, plant and equipment Land n/a $ 4,716 $ 4,716 Leasehold and building improvements (1) 214,447 200,588 Land improvements 15 years 6,694 6,417 Buildings 30 - 40 years 291,035 288,941 Computer equipment and computer software 3 years 161,406 142,896 Machinery and equipment 3 - 10 years 269,240 246,344 Furniture and fixtures 3 - 10 years 36,390 34,047 Assets under construction n/a 96,815 68,398 Property, plant and equipment, at cost 1,080,743 992,347 Accumulated depreciation (388,339) (307,591) Property, plant and equipment, net $ 692,404 $ 684,756 ______________ (1) Lesser of remaining lease term, building life, or estimated useful life. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023: (In thousands) Weighted Average Remaining Life (Years) Cost Accumulated Amortization Net Balance at September 30, 2023 Finite-lived intangible assets Trade name 11.8 $ 104,000 $ (26,090) $ 77,910 Customer relationships 7.3 4,000 (778) 3,222 Patents and licenses 4.3 11,542 (9,237) 2,305 Acquired developed technology (1) 7.5 887,389 (307,519) 579,870 Total finite-lived intangible assets 1,006,931 (343,624) 663,307 In-process research and development n/a 1,250,000 — 1,250,000 Total intangible assets $ 2,256,931 $ (343,624) $ 1,913,307 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 September 30, 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 three months) $ 23,311 2024 92,908 2025 91,860 2026 90,800 2027 90,800 Thereafter 273,628 $ 663,307 |
Schedule of carrying amount of goodwill | The change in the carrying amount of goodwill for the periods ended September 30, 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 Resolution Bioscience acquisition (2) 20,569 Effects of changes in foreign currency exchange rates (1) (95) Balance September 30, 2023 $ 2,366,514 ______________ (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) | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 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 $ 543,316 $ 543,316 $ — $ — Commercial paper 49,806 — 49,806 — U.S. government agency securities 1,490 — 1,490 — Restricted cash 297 297 — — Marketable securities Corporate bonds $ 55,110 $ — $ 55,110 $ — U.S. government agency securities 42,932 — 42,932 — Asset backed securities 30,105 — 30,105 — Commercial paper 8,902 — 8,902 — Equity securities 2,745 2,745 — — Non-marketable securities $ 9,057 $ — $ — $ 9,057 Liabilities Contingent consideration $ (293,777) $ — $ — $ (293,777) Total $ 449,983 $ 546,358 $ 188,345 $ (284,720) 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) (13,051) Payments (99) Ending balance, September 30, 2023 $ 293,777 ______________ (1) The change in fair value of the contingent consideration liability was a reduction of $5.9 million and $57.6 million for the three and nine months ended September 30, 2022, respectively, which is included in general and administrative expenses in the condensed consolidated statement of operations. |
Securities Owned Not Readily Marketable | The Company has elected the fair value option under the income approach to measure its non-marketable securities categorized as Level 3 measurements. Gains and losses recorded on non-marketable securities are included in investment income (loss), net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option: (In thousands) Non-Marketable Securities Beginning balance, January 1, 2023 $ 10,065 Purchases of non-marketable securities 6,957 Changes in fair value (7,965) Ending balance, September 30, 2023 $ 9,057 |
CONVERTIBLE NOTES (Tables)
CONVERTIBLE NOTES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 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 $ (4,527) $ 568,466 $ 645,511 2 2028 Convertible Notes - 0.375% 949,042 (11,134) 937,908 811,431 2 2027 Convertible Notes - 0.375% 563,822 (5,856) 557,966 513,078 2 2025 Convertible Notes - 1.000% 249,172 (591) 248,581 276,152 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 $ 4,938 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Debt issuance costs amortization $ 1,329 $ 1,444 $ 4,021 $ 4,284 Debt discount amortization 25 37 81 110 Gain on settlements of convertible notes — — (10,324) — Coupon interest expense 4,906 2,566 13,166 7,699 Total interest expense (income) on convertible notes $ 6,260 $ 4,047 $ 6,944 $ 12,093 |
Schedule of effective interest rates related to convertible debt | The following table summarizes the effective interest rates of the Notes: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 2030 Convertible Notes 2.12 % — % 2.09 % — % 2028 Convertible Notes 0.64 % 0.64 % 0.63 % 0.64 % 2027 Convertible Notes 0.68 % 0.68 % 0.67 % 0.67 % 2025 Convertible Notes 1.18 % 1.18 % 1.17 % 1.18 % |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI) | The amounts recognized in AOCI for the nine months ended September 30, 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 income (loss) before reclassifications (626) 748 122 Amounts reclassified from accumulated other comprehensive loss — 3,579 3,579 Net current period change in accumulated other comprehensive loss (626) 4,327 3,701 Balance at September 30, 2023 $ (573) $ (962) $ (1,535) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the three and nine months ended September 30, 2023. The amounts recognized in AOCI for the nine months ended September 30, 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 (3,176) (6,597) (9,773) Amounts reclassified from accumulated other comprehensive income — 146 146 Net current period change in accumulated other comprehensive loss (3,176) (6,451) (9,627) Balance at September 30, 2022 $ (3,153) $ (7,917) $ (11,070) ______________ (1) There was no tax impact from the amounts recognized in AOCI for the nine months ended September 30, 2022. |
Schedule of amounts reclassified from accumulated other comprehensive income (loss) | Amounts reclassified from AOCI for the nine months ended September 30, 2023 and 2022 were as follows: Affected Line Item in the Nine Months Ended September 30, 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 $ 3,579 $ 146 Total reclassifications $ 3,579 $ 146 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 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 (176,250) 16.41 Forfeited (37,074) 95.02 Outstanding, September 30, 2023 1,304,552 $ 47.23 4.1 $ 38,808 Vested and expected to vest, September 30, 2023 1,304,552 $ 47.23 4.1 $ 38,808 Exercisable, September 30, 2023 1,246,973 $ 44.90 4.0 $ 38,808 ______________ (1) The total intrinsic value of options exercised during the nine months ended September 30, 2023 and 2022 was $10.6 million and $34.7 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 nine months ended September 30, 2023 is as follows: Restricted Shares Weighted Average Grant Date Fair Value (1) Outstanding, January 1, 2023 5,254,709 $ 89.29 Granted 3,383,127 62.28 Released (2) (1,646,982) 89.32 Forfeited (568,317) 74.64 Outstanding, September 30, 2023 6,422,537 $ 73.63 ______________ (1) The weighted average grant date fair value of the restricted stock units granted during the nine months ended September 30, 2022 was $70.28. |
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 769,359 79.11 Released (3) (12,284) 78.32 Forfeited (140,727) 90.90 Outstanding, September 30, 2023 1,584,194 $ 92.16 ______________ (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 September 30, 2023 was 790,238. (2) The weighted average grant date fair value of the performance share units granted during the nine months ended September 30, 2022 was $89.43. |
Schedule of Share-Based Compensation, Employee Stock Purchase Plan, Activity | The fair value of ESPP shares is based on the assumptions in the following table: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 ESPP Shares Risk-free interest rates (1) (1) 4.68% 1.49% - 2.73% Expected term (in years) (1) (1) 1.25 0.5 - 2 Expected volatility (1) (1) 67.30% 50.94% - 60.34% Dividend yield (1) (1) —% —% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 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: Nine Months Ended September 30, (In thousands) 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 29,212 $ 24,579 Operating cash flows from finance leases 559 520 Finance cash flows from finance leases 2,545 3,588 Non-cash investing and financing activities: Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 2,097 $ 25,471 Right-of-use assets obtained in exchange for new finance lease liabilities 4,940 8,203 Weighted-average remaining lease term - operating leases (in years) 7.00 7.60 Weighted-average remaining lease term - finance leases (in years) 2.99 3.50 Weighted-average discount rate - operating leases 6.50 % 6.34 % Weighted-average discount rate - finance leases 7.32 % 6.51 % |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following: (In thousands) Cash $ 52,527 Fair value of replaced equity awards 1,675 Total purchase price $ 54,202 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows: (In thousands) Net operating assets $ 14,663 Developed technology 26,000 Total identifiable assets acquired 40,663 Net operating liabilities (7,029) Net identifiable assets acquired 33,634 Goodwill 20,568 Net assets acquired $ 54,202 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Resolution Bioscience, as though the companies were combined as of the beginning of January 1, 2022. Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 Total revenues $ 629,857 $ 525,802 $ 1,859,353 $ 1,541,154 Net loss before tax (7,257) (163,261) (181,660) (535,017) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, (In thousands) 2023 2022 2023 2022 United States $ 589,739 $ 491,540 $ 1,741,428 $ 1,441,748 Outside of United States 38,599 31,533 111,453 89,536 Total revenues $ 628,338 $ 523,073 $ 1,852,881 $ 1,531,284 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of the Numerator and Denominator Used to Calculate Basic EPS and Diluted EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net earnings available to common shareholders - basic | $ 794 | $ (148,761) | $ (154,383) | $ (495,761) |
Net earnings available to common shareholders - diluted | $ 794 | $ (148,761) | $ (154,383) | $ (495,761) |
Weighted average common shares outstanding—basic (in shares) | 180,649 | 176,997 | 179,817 | 175,935 |
Effect of dilutive shares (in shares) | 3,426 | 0 | 0 | 0 |
Weighted average common shares outstanding—diluted (in shares) | 184,075 | 176,997 | 179,817 | 175,935 |
Increase (decrease) in net loss per share (in usd per share) | $ 0 | $ (0.84) | $ (0.86) | $ (2.82) |
Increase (decrease) in net loss per share (in usd per share) | $ 0 | $ (0.84) | $ (0.86) | $ (2.82) |
Stock option | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive shares (in shares) | 646 | 0 | 0 | 0 |
Restricted stock awards | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive shares (in shares) | 2,153 | 0 | 0 | 0 |
Performance share units | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive shares (in shares) | 38 | 0 | 0 | 0 |
Employee stock | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Effect of dilutive shares (in shares) | 589 | 0 | 0 | 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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 | 23,231 | 28,548 | 32,543 | 28,548 |
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 | 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 | 0 | 1,588 | 1,305 | 1,588 |
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 | 0 | 5,588 | 6,423 | 5,588 |
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 | 0 | 1,018 | 1,584 | 1,018 |
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 | 23,231 | 20,309 |
REVENUE - Schedule of Disaggreg
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 628,338 | $ 523,073 | $ 1,852,881 | $ 1,531,284 |
Screening | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 472,013 | 360,759 | 1,377,995 | 1,021,175 |
Screening | Medicare Parts B & C | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 173,624 | 140,366 | 521,370 | 389,373 |
Screening | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 253,401 | 188,923 | 732,182 | 531,789 |
Screening | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 44,988 | 31,470 | 124,443 | 100,013 |
Precision Oncology | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 156,325 | 151,443 | 468,931 | 458,058 |
Precision Oncology | Medicare Parts B & C | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 46,383 | 47,038 | 141,352 | 152,224 |
Precision Oncology | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 44,430 | 42,660 | 135,574 | 134,658 |
Precision Oncology | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 38,599 | 31,533 | 111,453 | 89,536 |
Precision Oncology | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | 26,913 | 30,212 | 80,552 | 81,640 |
COVID-19 Testing | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized | $ 0 | $ 10,871 | $ 5,955 | $ 52,051 |
REVENUE - Narrative (Details)
REVENUE - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Variable consideration | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue recognized from changes in transaction prices | $ 4.7 | $ 6.4 | $ 23.7 | $ 17.6 |
MARKETABLE SECURITIES - Schedul
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Marketable securities | |||
Cash and money market | $ 543,316 | $ 178,168 | |
Cash equivalents | 51,296 | 64,325 | |
Total cash, cash equivalents and restricted cash | 594,612 | 242,493 | $ 235,306 |
Estimated Fair Value | 188,345 | 448,740 | |
Equity securities | 2,745 | 5,149 | |
Marketable securities | 139,794 | 389,564 | |
Total cash, cash equivalents and marketable securities | 734,406 | 632,057 | |
Marketable securities | |||
Marketable securities | |||
Estimated Fair Value | 137,049 | 384,415 | |
Available-for-sale debt securities | $ 137,049 | $ 384,415 |
MARKETABLE SECURITIES - Sched_2
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Available-for-sale securities | ||
Amortized Cost | $ 189,307 | $ 454,029 |
Gains in Accumulated Other Comprehensive Income (Loss) | 6 | 22 |
Losses in Accumulated Other Comprehensive Income (Loss) | (968) | (5,311) |
Estimated Fair Value | 188,345 | 448,740 |
Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 51,296 | 64,325 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 51,296 | 64,325 |
Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 138,011 | 389,704 |
Gains in Accumulated Other Comprehensive Income (Loss) | 6 | 22 |
Losses in Accumulated Other Comprehensive Income (Loss) | (968) | (5,311) |
Estimated Fair Value | 137,049 | 384,415 |
Commercial paper | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 49,806 | 63,021 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 49,806 | 63,021 |
Commercial paper | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 8,902 | |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | |
Estimated Fair Value | 8,902 | |
U.S. government agency securities | Cash equivalents | ||
Available-for-sale securities | ||
Amortized Cost | 1,490 | 1,304 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | 0 | 0 |
Estimated Fair Value | 1,490 | 1,304 |
U.S. government agency securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 43,121 | 228,012 |
Gains in Accumulated Other Comprehensive Income (Loss) | 1 | 0 |
Losses in Accumulated Other Comprehensive Income (Loss) | (190) | (2,789) |
Estimated Fair Value | 42,932 | 225,223 |
Corporate bonds | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 55,464 | 116,318 |
Gains in Accumulated Other Comprehensive Income (Loss) | 5 | 20 |
Losses in Accumulated Other Comprehensive Income (Loss) | (359) | (1,667) |
Estimated Fair Value | 55,110 | 114,671 |
Asset backed securities | Marketable securities | ||
Available-for-sale securities | ||
Amortized Cost | 30,524 | 45,374 |
Gains in Accumulated Other Comprehensive Income (Loss) | 0 | 2 |
Losses in Accumulated Other Comprehensive Income (Loss) | (419) | (855) |
Estimated Fair Value | $ 30,105 | $ 44,521 |
MARKETABLE SECURITIES - Sched_3
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Available-for-sale securities | |
Due in one year or less, Cost | $ 126,028 |
Due in one year or less, Fair Value | 125,671 |
Due after one year through five years, Cost | 63,279 |
Due after one year through five years, Fair Value | 62,674 |
Cash equivalents | |
Available-for-sale securities | |
Due in one year or less, Cost | 51,296 |
Due in one year or less, Fair Value | 51,296 |
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 | 49,806 |
Due in one year or less, Fair Value | 49,806 |
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 | 1,490 |
Due in one year or less, Fair Value | 1,490 |
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 | 74,732 |
Due in one year or less, Fair Value | 74,375 |
Due after one year through five years, Cost | 63,279 |
Due after one year through five years, Fair Value | 62,674 |
Marketable securities | Commercial paper | |
Available-for-sale securities | |
Due in one year or less, Cost | 8,902 |
Due in one year or less, Fair Value | 8,902 |
Due after one year through five years, Cost | 0 |
Due after one year through five years, Fair Value | 0 |
Marketable securities | U.S. government agency securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 27,744 |
Due in one year or less, Fair Value | 27,648 |
Due after one year through five years, Cost | 15,377 |
Due after one year through five years, Fair Value | 15,284 |
Marketable securities | Corporate bonds | |
Available-for-sale securities | |
Due in one year or less, Cost | 37,188 |
Due in one year or less, Fair Value | 36,931 |
Due after one year through five years, Cost | 18,276 |
Due after one year through five years, Fair Value | 18,179 |
Marketable securities | Asset backed securities | |
Available-for-sale securities | |
Due in one year or less, Cost | 898 |
Due in one year or less, Fair Value | 894 |
Due after one year through five years, Cost | 29,626 |
Due after one year through five years, Fair Value | $ 29,211 |
MARKETABLE SECURITIES - Sched_4
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses and Fair Values of Investments in an Unrealized Loss Position (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Marketable securities | |
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months | $ 82,234 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (369) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 41,019 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (599) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 123,253 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (968) |
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 | 34,109 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (177) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 17,996 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (182) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 52,105 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (359) |
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 | 15,011 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (41) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 15,094 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (378) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 30,105 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | (419) |
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 | 33,114 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months | (151) |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer | 7,929 |
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss | (39) |
Total fair value of available-for-sale securities in a continuous unrealized loss position | 41,043 |
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position | $ (190) |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 64,939 | $ 61,207 |
Semi-finished and finished goods | 67,902 | 57,052 |
Total inventory | $ 132,841 | $ 118,259 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 1,080,743 | $ 992,347 |
Accumulated depreciation | (388,339) | (307,591) |
Property, plant and equipment, net | 692,404 | 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 | $ 214,447 | 200,588 |
Land improvements | ||
Property, plant and equipment | ||
Estimated Useful Life | 15 years | |
Property, plant and equipment, at cost | $ 6,694 | 6,417 |
Buildings | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 291,035 | 288,941 |
Computer equipment and computer software | ||
Property, plant and equipment | ||
Estimated Useful Life | 3 years | |
Property, plant and equipment, at cost | $ 161,406 | 142,896 |
Machinery and equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 269,240 | 246,344 |
Furniture and fixtures | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | 36,390 | 34,047 |
Assets under construction | ||
Property, plant and equipment | ||
Property, plant and equipment, at cost | $ 96,815 | $ 68,398 |
Minimum | Buildings | ||
Property, plant and equipment | ||
Estimated Useful Life | 30 years | |
Minimum | Machinery and 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 | Machinery and 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, plant and equipment | ||||
Depreciation | $ 29,300 | $ 25,000 | $ 83,587 | $ 73,541 |
Assets under construction | 96,800 | 96,800 | ||
Buildings | ||||
Property, plant and equipment | ||||
Assets under construction | 6,100 | 6,100 | ||
Machinery and equipment | ||||
Property, plant and equipment | ||||
Assets under construction | 61,900 | 61,900 | ||
Leasehold and building improvements | ||||
Property, plant and equipment | ||||
Assets under construction | 8,300 | 8,300 | ||
Computer software | ||||
Property, plant and equipment | ||||
Assets under construction | $ 20,500 | $ 20,500 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,006,931 | $ 981,016 |
Accumulated Amortization | (343,624) | (274,776) |
Intangibles, net | 663,307 | 706,240 |
In-process research and development | 1,250,000 | 1,250,000 |
Finite-lived and indefinite-lived intangible assets, gross | 2,256,931 | 2,231,016 |
Finite-lived and indefinite-lived intangible assets, net | $ 1,913,307 | $ 1,956,240 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 11 years 9 months 18 days | 12 years 6 months |
Cost | $ 104,000 | $ 104,000 |
Accumulated Amortization | (26,090) | (20,653) |
Intangibles, net | $ 77,910 | $ 83,347 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years 3 months 18 days | 8 years |
Cost | $ 4,000 | $ 4,000 |
Accumulated Amortization | (778) | (444) |
Intangibles, net | $ 3,222 | $ 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 3 months 18 days | 4 years 2 months 12 days |
Cost | $ 11,542 | $ 11,542 |
Accumulated Amortization | (9,237) | (8,152) |
Intangibles, net | $ 2,305 | $ 3,390 |
Developed Technology Rights | ||
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 | $ 887,389 | $ 861,474 |
Accumulated Amortization | (307,519) | (245,527) |
Intangibles, net | $ 579,870 | $ 615,947 |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 23,311 | |
2024 | 92,908 | |
2025 | 91,860 | |
2026 | 90,800 | |
2027 | 90,800 | |
Thereafter | 273,628 | |
Intangibles, net | $ 663,307 | $ 706,240 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Recognized Goodwill | ||
Beginning balance | $ 2,346,040 | $ 2,335,172 |
Goodwill, foreign currency translation gain (loss) | (95) | 117 |
Ending balance | 2,366,514 | 2,346,040 |
OmicEra acquisition | ||
Recognized Goodwill | ||
OmicEra acquisition | 10,809 | |
PreventionGenetics acquisition adjustment | ||
Recognized Goodwill | ||
Goodwill, Purchase Accounting Adjustments | $ (58) | |
Resolution Bioscience | ||
Recognized Goodwill | ||
OmicEra acquisition | $ 20,569 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Aug. 02, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross value of intangible asset | $ 1,006,931,000 | $ 1,006,931,000 | $ 981,016,000 | |||
Finite-lived intangible assets, accumulated amortization | 343,624,000 | 343,624,000 | 274,776,000 | |||
Intangibles, net | 663,307,000 | 663,307,000 | 706,240,000 | |||
Impairment losses | 0 | $ 0 | 0 | $ 0 | ||
Developed Technology Rights | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross value of intangible asset | 887,389,000 | 887,389,000 | 861,474,000 | |||
Finite-lived intangible assets, accumulated amortization | 307,519,000 | 307,519,000 | 245,527,000 | |||
Intangibles, net | 579,870,000 | $ 579,870,000 | $ 615,947,000 | |||
Impairment of long-lived assets | $ 6,600,000 | |||||
Developed Technology Rights | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Oncotype DX Genomic Prostate Score Test | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross value of intangible asset | $ 59,000,000 | |||||
Finite-lived intangible assets, accumulated amortization | 16,100,000 | |||||
Intangibles, net | $ 42,900,000 | |||||
Service Agreements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Impairment of long-lived assets | $ 2,000,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value measurements | ||
Equity securities | $ 2,745 | $ 5,149 |
Non-marketable securities | 9,057 | 10,065 |
Contingent consideration | 293,777 | 306,927 |
Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 297 | 297 |
Equity securities | 2,745 | 5,149 |
Non-marketable securities | 9,057 | 10,065 |
Contingent consideration | 306,927 | |
Contingent consideration | (293,777) | |
Total | 449,983 | 335,492 |
Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 55,110 | 114,671 |
Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 8,902 | |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 42,932 | 225,223 |
Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 30,105 | 44,521 |
Fair Value, Recurring | Cash and money market | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 543,316 | 178,168 |
Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 49,806 | 63,021 |
Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Cash and cash equivalents, fair value | 1,490 | 1,304 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 297 | 297 |
Equity securities | 2,745 | 5,149 |
Non-marketable securities | 0 | 0 |
Contingent consideration | 0 | |
Contingent consideration | 0 | |
Total | 546,358 | 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 | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 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 | 543,316 | 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 | |
Contingent consideration | 0 | |
Total | 188,345 | 448,740 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Corporate bonds | ||
Fair value measurements | ||
Estimated Fair Value | 55,110 | 114,671 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 8,902 | |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities | ||
Fair value measurements | ||
Estimated Fair Value | 42,932 | 225,223 |
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Asset backed securities | ||
Fair value measurements | ||
Estimated Fair Value | 30,105 | 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 | 49,806 | 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 | 1,490 | 1,304 |
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | ||
Fair value measurements | ||
Restricted cash | 0 | 0 |
Equity securities | 0 | 0 |
Non-marketable securities | 9,057 | 10,065 |
Contingent consideration | 306,927 | |
Contingent consideration | (293,777) | |
Total | (284,720) | (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 | Commercial paper | ||
Fair value measurements | ||
Estimated Fair Value | 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 | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |||
Beginning balance | $ 306,927 | ||
Ending balance | 293,777 | ||
Change in amount of contingent consideration liability | $ (5,900) | (13,051) | $ (57,619) |
Payment for Contingent Consideration Liability, Investing Activities | $ (99) |
FAIR VALUE MEASUREMENTS - Sch_2
FAIR VALUE MEASUREMENTS - Schedule of Non-marketable Equity Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Non-marketable securities | $ 9,057 | $ 10,065 |
Purchases of non-marketable securities | 6,957 | |
Changes in fair value | $ (7,965) |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | $ 293,777,000 | $ 293,777,000 | $ 306,927,000 | ||
Gain on sale of investments | 5,400,000 | ||||
Venture capital investment fund | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Investment owned, at fair value | 5,100,000 | 5,100,000 | $ 3,900,000 | ||
Committed capital | 17,500,000 | ||||
Committed capital callable | $ 12,400,000 | $ 12,400,000 | |||
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 | 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 | 0.067 | 0.067 | 0.062 | ||
Foreign exchange forward | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Derivative, notional amount | $ 33,300,000 | $ 33,300,000 | $ 22,300,000 | ||
Derivative, fair value | 0 | 0 | 0 | ||
Gain (Loss) on derivative instruments, net, pretax | 0 | $ 0 | 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 | 31,700,000 | 31,700,000 | 39,800,000 | ||
Impairment loss, annual amount | $ 10,000,000 | $ 10,000,000 | |||
Thrive and Ashion | Fair value | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | 293,800,000 | 293,800,000 | $ 306,800,000 | ||
Thrive and Ashion | Revenue and Other Performance-based Payments | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Contingent consideration | $ 0 | $ 0 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) - USD ($) | 1 Months Ended | |||||
Jan. 31, 2023 | Dec. 31, 2021 | Nov. 30, 2021 | Sep. 30, 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 | 102,900,000 | |||||
Long-term debt, less current portion | $ 50,000,000 | |||||
Line of credit facility, interest rate at period end | 6.88% | |||||
Securitized receivables | Minimum | ||||||
Long-term debt | ||||||
Long-term debt, less current portion | $ 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 | Sep. 30, 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 | (11,134) | (15,775) |
Net Carrying Amount | 937,908 | 1,134,225 |
2027 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 811,431 | $ 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 | (5,856) | (9,445) |
Net Carrying Amount | 557,966 | 738,055 |
2028 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 513,078 | $ 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 | (591) | (1,179) |
Net Carrying Amount | 248,581 | 313,826 |
2030 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 276,152 | $ 326,808 |
Convertible Notes Payable2030 | ||
Long-term debt | ||
Coupon interest rate | 2% | |
Principal Amount | $ 572,993 | |
Unamortized Debt Discount and Issuance Costs | (4,527) | |
Net Carrying Amount | 568,466 | |
Convertible Notes Payable2030 | Significant Other Observable Inputs (Level 2) | Fair value | ||
Long-term debt | ||
Amount | $ 645,511 |
CONVERTIBLE NOTES - Narrative (
CONVERTIBLE NOTES - Narrative (Details) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023 USD ($) | Sep. 30, 2023 $ / shares | Sep. 30, 2022 | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 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 | $ 68.22 | $ 68.22 | |||||
Proceeds from issuance of convertible notes | $ 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% | 1.17% | 1.18% | |||
Amount of debt extinguished | 65,800 | ||||||
Interest expense amortization term | 1 year 3 months 18 days | 1 year 3 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) | 0.68% | 0.68% | 0.67% | 0.67% | |||
Amount of debt extinguished | 183,700 | ||||||
Interest expense amortization term | 3 years 5 months 15 days | 3 years 5 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% | 0.63% | 0.64% | |||
Amount of debt extinguished | 201,000 | ||||||
Interest expense amortization term | 4 years 5 months 1 day | 4 years 5 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% | 2.09% | 0% | |||
Face amount | $ 500,000 | ||||||
Proceeds from issuance of convertible notes | 138,000 | ||||||
Proceeds from Debt, Net of Issuance Costs | $ 133,000 | ||||||
Interest expense amortization term | 6 years 5 months 1 day | 6 years 5 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 | 9 Months Ended |
Sep. 30, 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 | 4,938 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Debt issuance costs amortization | $ 1,329 | $ 1,444 | $ 4,021 | $ 4,284 |
Debt discount amortization | 25 | 37 | 81 | 110 |
Gain on settlements of convertible notes, net | 0 | 0 | (10,324) | 0 |
Coupon interest expense | 4,906 | 2,566 | 13,166 | 7,699 |
Total interest expense (income) on convertible notes | $ 6,260 | $ 4,047 | $ 6,944 | $ 12,093 |
CONVERTIBLE NOTES - Schedule _3
CONVERTIBLE NOTES - Schedule of Effective Interest Rates Related to Convertible Debt (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
2030 Convertible Notes | ||||
Schedule of Convertible notes [Line Items] | ||||
Effective interest rate (as a percent) | 1.18% | 1.18% | 1.17% | 1.18% |
2028 Convertible Notes | ||||
Schedule of Convertible notes [Line Items] | ||||
Effective interest rate (as a percent) | 0.68% | 0.68% | 0.67% | 0.67% |
2027 Convertible Notes | ||||
Schedule of Convertible notes [Line Items] | ||||
Effective interest rate (as a percent) | 0.64% | 0.64% | 0.63% | 0.64% |
Convertible Notes Payable2030 | ||||
Schedule of Convertible notes [Line Items] | ||||
Effective interest rate (as a percent) | 2.12% | 0% | 2.09% | 0% |
LICENSE AND COLLABORATION AGR_2
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2020 USD ($) installment | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Research and development expense | $ 111,446 | $ 90,813 | $ 310,960 | $ 299,144 | |
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 | $ 1,200 | $ 1,500 | $ 3,700 | $ 4,200 |
LICENSE AND COLLABORATION AGR_3
LICENSE AND COLLABORATION AGREEMENTS - John Hopkins University (Details) - Licensing agreements - USD ($) $ in Millions | Jun. 30, 2023 | Jan. 05, 2021 |
Sales milestone range one | OmicEra acquisition | ||
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 one | The Broad Institute, LLC | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaborative arrangement sales milestone amount | $ 500 | |
Sales milestone range two | OmicEra acquisition | ||
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 | OmicEra acquisition | ||
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 - The Broad Institute (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
The Broad Institute, LLC | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Asset acquisition, consideration transferred | $ 500 |
Product development and other milestone-based payments | The Broad Institute, LLC | Licensing agreements | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaborative Arrangements Development Milestone Amount | $ 6,500 |
LICENSE AND COLLABORATION AGR_5
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 |
LICENSE AND COLLABORATION AGR_6
LICENSE AND COLLABORATION AGREEMENTS - Watchmaker Genomics (Details) $ in Millions | Jul. 31, 2023 USD ($) |
Watchmaker Genomics, Inc | Licensing agreements | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Collaboration arrangement, milestones to be paid | $ 82 |
PFIZER PROMOTION AGREEMENT (Det
PFIZER PROMOTION AGREEMENT (Details) - Cologuard promotion agreement - Pfizer Inc - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 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 | $ 7.5 | |
Charges for promotion, sales and marketing | $ 20.6 | $ 86.1 |
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 3,043,162 | $ 3,387,636 |
Other comprehensive loss before reclassifications | 122 | (9,773) |
Amounts reclassified from accumulated other comprehensive income | 3,579 | 146 |
Net current period change in accumulated other comprehensive loss | 3,701 | (9,627) |
Ending balance | 3,121,227 | 3,108,634 |
Cumulative Translation Adjustment | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 53 | 23 |
Other comprehensive loss before reclassifications | (626) | (3,176) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current period change in accumulated other comprehensive loss | (626) | (3,176) |
Ending balance | (573) | (3,153) |
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 | 748 | (6,597) |
Amounts reclassified from accumulated other comprehensive income | 3,579 | 146 |
Net current period change in accumulated other comprehensive loss | 4,327 | (6,451) |
Ending balance | (962) | (7,917) |
Accumulated Other Comprehensive Income (Loss) | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,236) | (1,443) |
Ending balance | $ (1,535) | $ (11,070) |
STOCKHOLDERS' EQUITY - Schedu_2
STOCKHOLDERS' EQUITY - Schedule of Amounts Reclassified from AOCI (Details) - Reclassification out of accumulated other comprehensive income - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Total reclassifications | $ 3,579 | $ 146 |
Unrealized Gain (Loss) on Marketable Securities | ||
Changes in Accumulated Other Comprehensive Income (Loss) | ||
Investment income (loss), net | $ 3,579 | $ 146 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | ||||
Stock-based compensation expense | $ 61.9 | $ 49.5 | $ 172.7 | $ 160.9 |
Proceeds from stock options exercised | 2.9 | $ 6 | ||
Stock plans | ||||
Stock-based compensation | ||||
Unrecognized compensation cost | $ 404.5 | $ 404.5 | ||
Weighted average period for recognition of cost | 2 years 7 months 6 days |
STOCK-BASED COMPENSATION - Fair
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - Stock plans - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Shares | |||
Outstanding at the beginning of the period (in shares) | 1,517,876 | ||
Exercised (in shares) | (176,250) | ||
Forfeited (in shares) | (37,074) | ||
Outstanding at the end of the period (in shares) | 1,517,876 | 1,304,552 | |
Vested and expected to vest at end of period (in shares) | 1,304,552 | ||
Exercisable at the end of the period (in shares) | 1,246,973 | ||
Weighted Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 44.82 | ||
Exercised (in dollars per share) | 16.41 | ||
Forfeited (in dollars per share) | 95.02 | ||
Outstanding at the end of the period (in dollars per share) | $ 44.82 | 47.23 | |
Vested and expected to vest at end of period (in dollars per share) | 47.23 | ||
Exercisable at the end of the period (in dollars per share) | $ 44.90 | ||
Weighted Average Remaining Contractual Term | |||
Outstanding | 4 years 8 months 12 days | 4 years 1 month 6 days | |
Vested and expected to vest at end of period | 4 years 1 month 6 days | ||
Exercisable at the end of the period | 4 years | ||
Aggregate Intrinsic Value | |||
Outstanding at the end of the period | $ 38,808 | ||
Vested and expected to vest at end of period | 38,808 | ||
Exercisable at the end of the period | 38,808 | ||
Total intrinsic value of options exercised | $ 10,600 | $ 34,700 |
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Restricted Shares and RSUs | ||
Restricted Shares | ||
Outstanding at the beginning of the period (in shares) | 5,254,709 | |
Granted (in shares) | 3,383,127 | |
Released (in shares) | (1,646,982) | |
Forfeited (in shares) | (568,317) | |
Outstanding at the end of the period (in shares) | 6,422,537 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 89.29 | |
Granted (in dollars per share) | 62.28 | |
Released (in dollars per share) | 89.32 | |
Forfeited (in dollars per share) | 74.64 | |
Outstanding at the end of the period (in dollars per share) | $ 73.63 | |
Fair value of equity instruments other than options vested in period | $ 146.7 | $ 155.5 |
Restricted stock units | ||
Weighted Average Exercise Price | ||
Granted (in dollars per share) | $ 70.28 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stock-based compensation | |||
Outstanding (in shares) | 1,584,194 | 967,846 | |
Outstanding (in dollars per share) | $ 92.16 | $ 102.58 | |
Granted (in shares) | 769,359 | ||
Granted (in dollars per share) | $ 79.11 | $ 89.43 | |
Released (in shares) | (12,284) | ||
Released (in dollars per share) | $ 78.32 | ||
Forfeited (in shares) | (140,727) | ||
Forfeited (in dollars per share) | $ 90.90 | ||
Number of outstanding performance share units (in shares) | 790,238 | ||
Fair value of equity instruments other than options vested in period | $ 1 | $ 27.2 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions (Details) - Employee stock | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | ||
Risk-free interest rates, maximum (as a percent) | 2.73% | |
Risk-free interest rates, minimum (as a percent) | 4.68% | 1.49% |
Expected Volatility Rate, Minimum (as a percent) | 67.30% | 50.94% |
Expected volatility, maximum (as a percent) | 60.34% | |
Dividend yield (as a percent) | 0% | 0% |
Minimum | ||
Stock-based compensation | ||
Expected term (in years) | 1 year 3 months | 6 months |
Maximum | ||
Stock-based compensation | ||
Expected term (in years) | 2 years |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 29,212 | $ 24,579 |
Operating cash flows from finance leases | 559 | 520 |
Finance cash flows from finance leases | 2,545 | 3,588 |
Non-cash investing and financing activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | 2,097 | 25,471 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 4,940 | $ 8,203 |
Weighted-average remaining lease term - operating leases (in years) | 7 years | 7 years 7 months 6 days |
Weighted-average remaining lease term - finance leases (in years) | 2 years 11 months 26 days | 3 years 6 months |
Weighted-average discount rate - operating leases | 6.50% | 6.34% |
Weighted-average discount rate - finance leases | 7.32% | 6.51% |
Operating Lease, Right-of-Use Asset Modification | $ 8,600 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Operating lease right-of-use assets | $ 149,671 | $ 167,003 |
Additional amount to be recognized at lease commencement for the lease liability | 198,800 | 210,800 |
Operating lease liability, current | 30,389 | 28,366 |
Operating lease liability, noncurrent | 168,398 | 182,399 |
Finance lease, right-of-use asset | $ 12,000 | 10,200 |
Finance lease, right-of-use asset, statement of financial position, extensible list | Other long-term assets, net | |
Finance lease liability | $ 12,700 | 10,600 |
Finance lease liability, current | $ 4,300 | $ 3,200 |
Finance lease, liability, current, statement of financial position, extensible list | Other current liabilities | Other current liabilities |
Finance lease liability, noncurrent | $ 8,400 | $ 7,400 |
Finance lease, liability, noncurrent, statement of financial position, extensible list | Other long-term liabilities | Other long-term liabilities |
Qui Tam Suit | ||
Lessee, Lease, Description [Line Items] | ||
Loss Contingency Accrual | $ 13,800 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Legal Matters (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
DOS Rule Investigation | |
Loss Contingencies [Line Items] | |
Payments for legal settlements | $ 32,500 |
WISCONSIN ECONOMIC DEVELOPMEN_2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS (Details) $ in Millions | 1 Months Ended | ||||
Dec. 31, 2021 USD ($) position | Feb. 28, 2015 USD ($) position | Sep. 30, 2023 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 | $ 9 | |||
Credit earning rate | 10% | ||||
Maximum credits available to earn | $ 7 | ||||
Refundable tax credit received | 1.7 | ||||
Refundable tax credit receivable | 7.3 | ||||
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 | $ 3.5 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Purchase Consideration (Details) - Resolution Bioscience - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 12, 2023 |
Business Acquisition [Line Items] | ||
Cash | $ 50,000 | $ 52,527 |
Fair value of replaced equity awards | 1,675 | |
Total purchase price | $ 54,202 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Sep. 12, 2023 | Aug. 23, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Aug. 02, 2022 | |
Business Acquisition [Line Items] | |||||||
Contract asset | $ 68,900 | $ 68,900 | $ 68,900 | $ 0 | |||
Oncotype DX Genomic Prostate Score Test | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Business Acquisition [Line Items] | |||||||
Deferral period for contingent consideration | 3 years | ||||||
Additional consideration | 3,100 | 3,100 | |||||
Contingent consideration, additional outcomes, value high | $ 82,500 | $ 70,000 | |||||
Contingent consideration arrangements, gain (loss) | $ 68,900 | $ 68,900 | |||||
Developed Technology Rights | |||||||
Business Acquisition [Line Items] | |||||||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 7 years 6 months | 7 years 6 months | 7 years 6 months | 7 years 9 months 18 days | |||
Resolution Bioscience | |||||||
Business Acquisition [Line Items] | |||||||
Total purchase price | $ 54,202 | ||||||
Cash | $ 50,000 | $ 52,527 | |||||
Payments to be paid to acquire business, gross | $ 2,500 | ||||||
Total fair value of equity awards transferred | 4.6 million | ||||||
Fair value of replaced equity awards | $ 1,675 | ||||||
Compensatory portion of equity transferred | 2,900 | ||||||
Developed technology | 26,000 | ||||||
Resolution Bioscience | Developed Technology Rights | |||||||
Business Acquisition [Line Items] | |||||||
Developed technology | $ 26,000 | ||||||
Weighted-average remaining useful life of finite-lived intangible asset (in years) | 17 years |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 12, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 2,366,514 | $ 2,346,040 | $ 2,335,172 | |
Resolution Bioscience | ||||
Business Acquisition [Line Items] | ||||
Net operating assets | $ 14,663 | |||
Developed technology | 26,000 | |||
Total identifiable assets acquired | 40,663 | |||
Net operating liabilities | (7,029) | |||
Net identifiable assets acquired | 33,634 | |||
Goodwill | 20,568 | |||
Net assets acquired | $ 54,202 |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Pro Forma Financials (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Total revenues | $ 629,857 | $ 525,802 | $ 1,859,353 | $ 1,541,154 |
Net loss before tax | $ (7,257) | $ (163,261) | $ (181,660) | $ (535,017) |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 628,338 | $ 523,073 | $ 1,852,881 | $ 1,531,284 |
Number of operating segments | segment | 1 | |||
United States | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 589,739 | 491,540 | $ 1,741,428 | 1,441,748 |
Outside of United States | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 38,599 | $ 31,533 | $ 111,453 | $ 89,536 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Tax expense (benefit) | $ 249 | $ (3,116) | $ 3,013 | $ (6,882) | |
Deferred tax liabilities, net | 18,700 | 18,700 | $ 19,700 | ||
Unrecognized tax benefits | $ 33,700 | $ 33,700 | $ 28,300 |