Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 000-51541 | |
Entity Registrant Name | GENOMIC HEALTH, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0552594 | |
Entity Address, Address Line One | 301 Penobscot Drive | |
Entity Address, City or Town | Redwood City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94063 | |
City Area Code | 650 | |
Local Phone Number | 556-9300 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | GHDX | |
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 | 37,288,936 | |
Entity Central Index Key | 0001131324 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 90,925 | $ 61,645 |
Short-term marketable securities | 152,625 | 148,149 |
Accounts receivable | 54,307 | 51,531 |
Prepaid expenses and other current assets | 14,369 | 13,511 |
Total current assets | 312,226 | 274,836 |
Property and equipment, net | 43,098 | 39,532 |
Operating lease right-of-use assets | 51,926 | |
Long-term marketable securities | 4,066 | |
Other assets | 18,913 | 15,938 |
Total assets | 426,163 | 334,372 |
Current liabilities: | ||
Accounts payable | 6,683 | 8,849 |
Accrued compensation and employee benefits | 26,091 | 34,457 |
Accrued expenses and other current liabilities | 16,888 | 15,870 |
Current portion of operating lease liabilities | 4,442 | |
Other current liabilities | 260 | 600 |
Total current liabilities | 54,364 | 59,776 |
Operating lease liabilities | 52,423 | |
Other liabilities | 2,155 | 4,436 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 3 | 3 |
Additional paid-in capital | 524,551 | 506,679 |
Accumulated other comprehensive income (loss) | 116 | (87) |
Accumulated deficit | (207,449) | (206,325) |
Treasury stock, at cost | (30,110) | |
Total stockholders' equity | 317,221 | 270,160 |
Total liabilities and stockholders' equity | $ 426,163 | $ 334,372 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues: | ||||
Total revenues | $ 114,140,000 | $ 95,619,000 | $ 222,909,000 | $ 188,244,000 |
Operating expenses: | ||||
Cost of product revenues | 17,674,000 | 14,383,000 | 34,681,000 | 33,116,000 |
Research and development | 15,318,000 | 15,312,000 | 30,371,000 | 32,119,000 |
Selling and marketing | 44,639,000 | 40,337,000 | 89,988,000 | 82,092,000 |
General and administrative | 21,011,000 | 18,487,000 | 40,831,000 | 38,205,000 |
Total operating expenses | 98,642,000 | 88,519,000 | 195,871,000 | 185,532,000 |
Income from operations | 15,498,000 | 7,100,000 | 27,038,000 | 2,712,000 |
Interest income | 1,334,000 | 400,000 | 2,485,000 | 817,000 |
Unrealized (loss) gain on equity securities | (301,000) | 1,283,000 | 148,000 | 1,410,000 |
Other (expense) income, net | (204,000) | (248,000) | (78,000) | 61,000 |
Income before income taxes | 16,327,000 | 8,535,000 | 29,593,000 | 5,000,000 |
Income tax expense | 340,000 | 218,000 | 607,000 | 458,000 |
Net income | $ 15,987,000 | $ 8,317,000 | $ 28,986,000 | $ 4,542,000 |
Basic net income per share (in dollars per share) | $ 0.43 | $ 0.23 | $ 0.79 | $ 0.13 |
Diluted net income per share (in dollars per share) | $ 0.42 | $ 0.23 | $ 0.75 | $ 0.12 |
Shares used in computing basic net income per share (in shares) | 37,126 | 35,544 | 36,924 | 35,372 |
Shares used in computing diluted net income per share (in shares) | 38,507 | 36,716 | 38,642 | 36,360 |
Product | ||||
Revenues: | ||||
Total revenues | $ 114,140,000 | $ 95,619,000 | $ 222,897,000 | $ 188,244,000 |
Contract | ||||
Revenues: | ||||
Total revenues | $ 12,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Net income | $ 15,987 | $ 8,317 | $ 28,986 | $ 4,542 |
Other comprehensive income: | ||||
Unrealized gain, net, on available-for-sale marketable securities, net of tax of $0 for the three and six months ended June 30, 2019 and 2018, respectively | 67 | 83 | 203 | 49 |
Comprehensive income | $ 16,054 | $ 8,400 | $ 29,189 | $ 4,591 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Condensed Consolidated Statements of Comprehensive Income | ||||
Unrealized gain, net, on available-for-sale marketable securities, tax | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Treasury Stock at Cost | Total |
Balance at Dec. 31, 2017 | $ 3 | $ 464,637 | $ (294) | $ (245,945) | $ (30,110) | $ 188,291 |
Balance (in shares) at Dec. 31, 2017 | 35,049 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units, net of taxes | 5,210 | 5,210 | ||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units (in shares) | 687 | |||||
Issuance of common stock upon settlement of employee stock purchase plan | 2,547 | 2,547 | ||||
Issuance of common stock upon settlement of employee stock purchase plan (in shares) | 99 | |||||
Issuance of restricted stock to directors in lieu of fees | 100 | 100 | ||||
Issuance of restricted stock to directors in lieu of fees (in shares) | 3 | |||||
Stock-based compensation expense related to employee stock options, restricted stock units and employee stock purchase plan | 10,341 | 10,341 | ||||
Net income | 4,542 | 4,542 | ||||
Unrealized gain on investments, net of tax | 49 | 49 | ||||
Balance at Jun. 30, 2018 | $ 3 | 482,835 | (65) | (227,460) | (30,110) | 225,203 |
Balance (in shares) at Jun. 30, 2018 | 35,838 | |||||
Balance at Mar. 31, 2018 | $ 3 | 466,424 | (148) | (235,777) | (30,110) | 200,392 |
Balance (in shares) at Mar. 31, 2018 | 35,357 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units, net of taxes | 8,659 | 8,659 | ||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units (in shares) | 380 | |||||
Issuance of common stock upon settlement of employee stock purchase plan | 2,547 | 2,547 | ||||
Issuance of common stock upon settlement of employee stock purchase plan (in shares) | 99 | |||||
Issuance of restricted stock to directors in lieu of fees | 50 | 50 | ||||
Issuance of restricted stock to directors in lieu of fees (in shares) | 2 | |||||
Stock-based compensation expense related to employee stock options, restricted stock units and employee stock purchase plan | 5,155 | 5,155 | ||||
Net income | 8,317 | 8,317 | ||||
Unrealized gain on investments, net of tax | 83 | 83 | ||||
Balance at Jun. 30, 2018 | $ 3 | 482,835 | (65) | (227,460) | (30,110) | 225,203 |
Balance (in shares) at Jun. 30, 2018 | 35,838 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Cumulative effect of change in accounting policies | 180 | 13,943 | 14,123 | |||
Balance at Dec. 31, 2018 | $ 3 | 506,679 | (87) | (206,325) | (30,110) | 270,160 |
Balance (in shares) at Dec. 31, 2018 | 36,407 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units, net of taxes | 1,829 | 1,829 | ||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units (in shares) | 787 | |||||
Issuance of common stock upon settlement of employee stock purchase plan | 3,156 | 3,156 | ||||
Issuance of common stock upon settlement of employee stock purchase plan (in shares) | 71 | |||||
Issuance of restricted stock to directors in lieu of fees | 100 | 100 | ||||
Issuance of restricted stock to directors in lieu of fees (in shares) | 2 | |||||
Stock-based compensation expense related to employee stock options, restricted stock units and employee stock purchase plan | 12,787 | 12,787 | ||||
Retirement of treasury stock | (30,110) | 30,110 | ||||
Net income | 28,986 | 28,986 | ||||
Unrealized gain on investments, net of tax | 203 | 203 | ||||
Balance at Jun. 30, 2019 | $ 3 | 524,551 | 116 | (207,449) | 317,221 | |
Balance (in shares) at Jun. 30, 2019 | 37,267 | |||||
Balance at Mar. 31, 2019 | $ 3 | 511,265 | 49 | (193,326) | (30,110) | 287,881 |
Balance (in shares) at Mar. 31, 2019 | 37,053 | |||||
Increase (Decrease) in Stockholders' Equity | ||||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units, net of taxes | 3,574 | 3,574 | ||||
Issuance of common stock upon exercise of stock options for cash and vesting of restricted stock units (in shares) | 142 | |||||
Issuance of common stock upon settlement of employee stock purchase plan | 3,156 | 3,156 | ||||
Issuance of common stock upon settlement of employee stock purchase plan (in shares) | 71 | |||||
Issuance of restricted stock to directors in lieu of fees | 50 | 50 | ||||
Issuance of restricted stock to directors in lieu of fees (in shares) | 1 | |||||
Stock-based compensation expense related to employee stock options, restricted stock units and employee stock purchase plan | 6,506 | 6,506 | ||||
Retirement of treasury stock | (30,110) | $ 30,110 | ||||
Net income | 15,987 | 15,987 | ||||
Unrealized gain on investments, net of tax | 67 | 67 | ||||
Balance at Jun. 30, 2019 | $ 3 | $ 524,551 | $ 116 | $ (207,449) | $ 317,221 | |
Balance (in shares) at Jun. 30, 2019 | 37,267 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating activities | ||
Net income | $ 28,986 | $ 4,542 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,515 | 6,224 |
Employee stock-based compensation | 12,787 | 10,341 |
Write-off of previously capitalized software costs | 2,347 | |
Impairment of long-lived assets | 2,095 | |
Loss on disposal of property and equipment | 739 | |
Outside director restricted stock awarded in lieu of fees | 100 | 100 |
Gain on sale of corporate debt securities | (13) | |
Unrealized net gain on revaluation of equity investments | 148 | 1,410 |
Write-off of convertible promissory note | 1,329 | |
Changes in assets and liabilities: | ||
Accounts receivable | (2,776) | (3,698) |
Prepaid expenses and other assets | (701) | (76) |
Accounts payable | (1,806) | 4,749 |
Accrued compensation and employee benefits | (8,366) | (3,203) |
Accrued expenses and other liabilities | (483) | (1,099) |
Deferred revenues | (121) | |
Net cash provided by operating activities | 34,713 | 22,241 |
Investing activities | ||
Purchases of property and equipment | (10,259) | (4,225) |
Purchases of marketable securities | (124,576) | (64,388) |
Maturities of marketable securities | 101,202 | 49,522 |
Proceeds from sales of corporate debt securities | 23,305 | |
Other investments | (2,500) | |
Net cash used in investing activities | (10,328) | (21,591) |
Financing activities | ||
Proceeds from issuance of common stock under stock plans | 16,807 | 12,548 |
Withholding taxes related to restricted stock units net share settlement | (11,822) | (4,791) |
Payments on finance lease liabilities | (103) | |
Net cash provided by financing activities | 4,882 | 7,757 |
Net increase in cash, cash equivalents and restricted cash | 29,267 | 8,407 |
Cash, cash equivalents and restricted cash at the beginning of period | 61,917 | 45,708 |
Cash, cash equivalents and restricted cash at the end of period | 91,184 | 54,115 |
Non-cash investing and financing activities | ||
Accrued purchases of property and equipment | 1,248 | 747 |
Change in fair value of investments | $ 148 | $ 81 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization and Summary of Significant Accounting Policies | |
Organization and Summary of Significant Accounting Policies | Note 1. Organization and Summary of Significant Accounting Policies The Company Genomic Health, Inc. (the “Company”) is a global healthcare company that provides actionable genomic information to personalize cancer treatment decisions. The Company develops and globally commercializes genomic based clinical laboratory services that analyze the underlying biology of cancer, allowing physicians and patients to make individualized treatment decisions. The Company was incorporated in Delaware in August 2000. The Company’s first product, the Oncotype DX breast cancer test, was launched in 2004 and is used for early stage invasive breast cancer patients to predict the likelihood of breast cancer recurrence and the likelihood of chemotherapy benefit. In 2010, the Company launched its second product, the Oncotype DX colon cancer test, which is used to predict the likelihood of colon cancer recurrence in patients with stage II disease. The tests for invasive breast and colon cancer result in a quantitative score referred to as a Recurrence Score. In 2011, the Company made Oncotype DX available for patients with ductal carcinoma in situ (“DCIS”), a pre-invasive form of breast cancer. This test provides a DCIS Score that is used to predict the likelihood of local disease recurrence. In 2012, the Company began offering the Oncotype DX colon cancer test for use in patients with stage III disease treated with oxaliplatin containing adjuvant therapy. In 2013, the Company launched the Oncotype DX prostate cancer test, which provides a Genomic Prostate Score (“GPS”) to predict disease aggressiveness in men with low risk prostate cancer and to improve treatment decisions for prostate cancer patients, in conjunction with the Gleason score, or tumor grading. In February 2018, the Oncotype DX AR-V7 Nucleus Detect test for men with metastatic castration-resistant prostate cancer (“mCRPC”) became commercially available. Principles of Consolidation The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. The Company had two wholly-owned subsidiaries at June 30, 2019: Genomic Health International Holdings, LLC, which was established in Delaware in 2010 and supports the Company’s international sales and marketing efforts; and Oncotype Laboratories, Inc., which was established in 2012, and is inactive. Genomic Health International Holdings, LLC has eight wholly-owned subsidiaries. The functional currency for the Company’s wholly-owned subsidiaries incorporated outside the United States is the U.S. dollar. All significant intercompany balances and transactions have been eliminated. The Company assesses whether it is the primary beneficiary of a variable interest entity (“VIE”) at the inception of the arrangement and at each reporting date. This assessment is based on the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the Company’s obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company continuously performs this assessment, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of a VIE. Basis of Presentation and Use of Estimates The accompanying interim period condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated balance sheet as of June 30, 2019, condensed consolidated statements of operations, comprehensive income and stockholders’ equity for the three and six months ended June 30, 2019 and 2018, and the condensed consolidated statements cash flows are unaudited for six months ended June 30, 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements, but it does not include certain information and notes required by GAAP for complete consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the Company’s condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The accompanying interim period condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. During the first quarter of 2019, the Company adopted new accounting guidance related to leases which is described below. There have been no other significant changes in the Company’s accounting policies during the three and six months ended June 30, 2019 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2018. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers “Revenues” Concentration of Risk The Company is subject to credit risk from its portfolio of cash equivalents and marketable securities. The Company invests in money market funds through a major U.S. bank and is exposed to credit risk in the event of default by the financial institution to the extent of amounts recorded on the consolidated balance sheets. The Company invests in short term, investment grade debt instruments and by policy limits the amount in any one type of investment, except for securities issued or guaranteed by the U.S. government. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after tax rate of return. The Company is also subject to credit risk from its accounts receivable related to its product sales. The majority of the Company’s accounts receivable arise from product sales in the United States. Reimbursement on behalf of patients covered by Medicare accounted for 24% of the Company’s product revenues for each of the three and six months ended June 30, 2019 and 24% and 25% for the three and six months ended June 30, 2018. Accounts receivable on behalf of patients directly covered by Medicare represented 12% and 17% of the Company’s total accounts receivable at June 30, 2019 and December 31, 2018, respectively. No other third party payor represented more than 10% of the Company’s product revenues or accounts receivable balances for these periods. Non-Marketable Investments The carrying values of the Company’s non-marketable equity securities without readily determinable market values are initially measured at cost and adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other (expense) income, net. As of June 30, 2019, the carrying value of the preferred stock of Epic Sciences, Inc. (“Epic Sciences”) was $10.8 million. The Company did not adjust the carrying value of the preferred stock during the three and six months ended June 30, 2018. The preferred stock of Epic Sciences is classified within Level 3 in the fair value hierarchy because the Company estimated the value utilizing an option pricing model that considered the most recent observable transaction and other unobservable inputs including volatility and long-term plans of Epic Sciences. The preferred stock represents a variable interest in the investee. The Company has concluded it is not the primary beneficiary and thus has not consolidated the investee pursuant to the requirements of FASB ASC 810, Consolidation. Additionally, as the Company does not have the ability to exercise significant influence, the equity method was not used to account for the investment. Derivative Financial Instruments The Company hedges a portion of its foreign currency exposure related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid and other current assets or in accrued liabilities, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, the increased changes in their fair value of $93,000 and $50,000 for the three and six months ended June 30, 2019, respectively, are recorded in other (expense) income, net. As of June 30, 2019 and December 31, 2018, the Company had foreign currency forward contracts with notional amounts of $14.3 million and $17.1 million, respectively. Impairment of Long Lived Assets The Company reviews long lived assets, which include property and equipment, intangible assets and investments in privately held companies, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. For property and equipment and intangible assets, an impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using undiscounted cash flows. For investments in non-marketable equity securities, evidence of impairment might include the absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment. If the fair value of the investment is determined to be less than the carrying value, the asset is written down to its fair value. During each of the three and six months ended June 30, 2019 the Company wrote off $187,000 of fully depreciated, previously capitalized software development costs, due to disposal activities. During the three and six months ended June 30, 2018 the Company wrote off $2.1 million and $2.3 million of previously capitalized equipment and software development costs, respectively, due to disposal activities. Treasury Stock In 2012, the Company entered into an accelerated share repurchase agreement with a financial institution to repurchase $30.1 million of its common stock on an accelerated basis. The shares of common stock repurchased under the agreement were 984,074 and 77,257 during the year ended December 31, 2012 and 2013, respectively. In April 2019, the Company retired all existing treasury stock. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) “Commitments and Contingencies” Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13). |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Revenues | |
Revenues | Note 2. Revenues Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The estimated uncollectible amounts that were historically classified as bad debt expense are now generally considered implicit price concessions that are a direct reduction to accounts receivable rather than allowance for doubtful accounts. The majority of the Company’s historical product revenues have been derived from the sale of its Oncotype DX breast cancer test. For product revenues, the Company estimates the transaction price which is the amount of consideration it expects to be entitled to receive in exchange for providing services based on its historical collection experience using a portfolio approach as a practical expedient to account for patient contracts as collective groups rather than individually. The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more consideration than it originally estimated for a contract with a patient, it will account for the change as an increase in the estimate of the transaction price in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price, provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized. The Company’s performance obligations are satisfied at one point in time when test reports are delivered. The Company also provides services to patients with whom the Company does not have contracts as defined in Topic 606. The Company recognizes revenue for these patients when contracts as defined in Topic 606 are established at the amount of consideration to which it expects to be entitled or when the Company receives substantially all of the consideration subsequent to the performance obligations being satisfied. The following table presents the Company’s product revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, United States Outside of the United States Total United States Outside of the United States Total 2019 (In thousands) Invasive breast cancer test $ 82,188 $ 17,942 $ 100,130 $ 161,981 $ 35,517 $ 197,498 Prostate cancer test 9,576 63 9,639 18,087 143 18,230 Other 4,265 106 4,371 6,967 202 7,169 Total product revenues 96,029 18,111 114,140 187,035 35,862 222,897 Contract revenues — — — 12 — 12 Total revenues $ 96,029 $ 18,111 $ 114,140 $ 187,047 $ 35,862 $ 222,909 2018 (In thousands) Invasive breast cancer test $ 72,462 $ 14,016 $ 86,478 $ 143,393 $ 27,636 $ 171,029 Prostate cancer test 6,731 46 6,777 12,536 81 12,617 Other 2,247 117 2,364 4,378 220 4,598 Total revenues $ 81,440 $ 14,179 $ 95,619 $ 160,307 $ 27,937 $ 188,244 Contract revenues are generally derived from studies conducted with biopharmaceutical and pharmaceutical companies. The specific methodology for revenue recognition is determined on a case-by-case basis according to the facts and circumstances applicable to a given contract. The Company typically uses an input method that recognizes revenue based on the Company’s efforts to satisfy the performance obligation relative to the total expected inputs to the satisfaction of that performance obligation. Advance payments received in excess of revenues recognized are classified as deferred revenue until such time as the revenue recognition criteria have been met. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Net Income Per Share | |
Net Income Per Share | Note 3. Net Income Per Share Basic net income per share is calculated by dividing net income for the period by the weighted-average number of common shares outstanding for the period without consideration of potential common shares. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding including the dilutive effect of stock awards as determined under the treasury stock method. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands, except per share amounts) Numerator: Net income $ 15,987 $ 8,317 $ 28,986 $ 4,542 Denominator: Weighted-average shares of common stock outstanding used in the calculation of basic net income per share 37,126 35,544 36,924 35,372 Effect of dilutive securities: Options to purchase common stock 1,141 840 1,373 660 Restricted stock units 239 308 343 309 ESPP 1 24 2 19 Total 1,381 1,172 1,718 988 Weighted-average shares of common stock outstanding used in the calculation of diluted net income per share 38,507 36,716 38,642 36,360 Basic net income per share $ 0.43 $ 0.23 $ 0.79 $ 0.13 Diluted net income per share $ 0.42 $ 0.23 $ 0.75 $ 0.12 The Company excluded stock awards of 626,000 and 558,000 for the three and six months ended June 30, 2019, respectively, from the computation of diluted net income per share because their effect was anti-dilutive. The Company excluded stock awards of 666,000 and 566,000 for the three and six months ended June 30, 2018, respectively, from the computation of diluted net income per share because their effect was anti-dilutive. |
Cash, Cash Equivalents, Restric
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities | 6 Months Ended |
Jun. 30, 2019 | |
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities | |
Cash, Cash Equivalents and Restricted Cash, and Marketable Securities | Note 4. Cash and Cash Equivalents, Restricted Cash, and Marketable Securities The following tables set forth the Company’s cash and cash equivalents, restricted cash, and marketable securities as of the dates indicated: June 30, December 31, 2019 2018 (In thousands) Cash, cash equivalents, and restricted cash Cash $ 69,586 $ 49,046 Money market deposits 478 10,364 U.S. Treasury securities 20,861 — Commercial paper — 2,235 Restricted cash (1) 259 272 Total cash, cash equivalents and restricted cash 91,184 61,917 Marketable securities U.S. Treasury securities 84,306 — Commercial paper 18,723 70,162 Corporate debt securities 46,399 78,981 Corporate equity securities 3,197 3,072 Total marketable securities 152,625 152,215 Total cash and cash equivalents, restricted cash and marketable securities $ 243,809 $ 214,132 (1) Restricted cash is included in Other assets on the consolidated balance sheets. The following tables summarize the Company’s available-for-sale securities that are measured at fair value as of the dates indicated: June 30, 2019 Cost or Gross Gross Total Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In thousands) U.S. Treasury securities $ 105,145 $ 32 $ (10) $ 105,167 Commercial paper 18,711 12 — 18,723 Corporate debt securities 46,317 82 — 46,399 Total $ 170,173 $ 126 $ (10) $ 170,289 December 31, 2018 Cost or Gross Gross Total Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In thousands) Commercial paper $ 72,455 $ — $ (58) $ 72,397 Corporate debt securities 79,009 18 (46) 78,981 Total $ 151,464 $ 18 $ (104) $ 151,378 The following table provides the breakdown of the available-for-sale marketable securities with unrealized losses as of the dates indicated: In a Loss Position for Less Than 12 Months Gross Unrealized Estimated Losses Fair Value (In thousands) As of June 30, 2019: U.S Treasury securities $ (10) $ 24,747 Total $ (10) $ 24,747 As of December 31, 2018: Commercial paper $ (58) $ 59,423 Corporate debt securities (46) 37,608 Total $ (104) $ 97,031 The following table provides the amortized cost and fair value of fixed maturity securities available for sale by contractual maturity: June 30, 2019 December 31, 2018 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value (In thousands) Due in one year or less $ 170,173 $ 170,289 $ 147,398 $ 147,312 Due in more than one year but less than five years — — 4,066 4,066 Total $ 170,173 $ 170,289 $ 151,464 $ 151,378 Marketable Equity Securities In December 2017, the Company invested €3.4 million or $4.0 million in 270,000 shares of the common stock of Biocartis N.V. (Biocartis), a public company listed on the Euronext exchange. This corporate equity security investment was accounted for as an available-for-sale marketable security and valued at €2.8 million or $3.2 million and €2.7 million or $3.1 million at June 30, 2019 and December 31, 2018, respectively. During the three and six months ended June 30, 2019, the Company recorded an decrease in fair value of $301,000 and an increase in fair value of $148,000 and a foreign currency revaluation gain of $38,000 and a foreign currency revaluation loss of $23,000, in other (expense) income, net, respectively. During the three and six months ended June 30, 2018, the Company recorded an increase in fair value of $90,000 and $218,000 and a foreign currency revaluation gain of $231,000 and $91,000, respectively, in other (expense) income, net. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | Note 5. Fair Value Measurements Fair Value Hierarchy The Company measures certain financial assets, including cash equivalents and marketable securities, at their fair value on a recurring basis. The fair value of these financial assets was determined based on a hierarchy of three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1: Level 2: Level 3: Assets and Liabilities Measured and Recorded at Fair Value on a Recurring Basis Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The Company did not have any non-financial assets or liabilities that were measured or disclosed at fair value on a recurring basis at either June 30, 2019 or December 31, 2018. The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 by level within the fair value hierarchy: Actively Quoted Significant Markets for Other Significant Identical Observable Unobservable Balance at Assets Inputs Inputs June 30, Level 1 Level 2 Level 3 2019 (In thousands) As of June 30, 2019: Assets Money market deposits $ 478 $ — $ — $ 478 U.S. Treasury securities — 105,167 — 105,167 Commercial paper — 18,723 — 18,723 Corporate debt securities — 46,399 — 46,399 Corporate equity securities 3,197 — — 3,197 Total $ 3,675 $ 170,289 $ — $ 173,964 Liabilities Foreign exchange derivative instruments $ — $ 274 — $ 274 Total $ — $ 274 $ — $ 274 Actively Quoted Significant Markets for Other Significant Identical Observable Unobservable Balance at Assets Inputs Inputs December 31, Level 1 Level 2 Level 3 2018 (In thousands) As of December 31, 2018: Assets Money market deposits $ 10,364 $ — $ — $ 10,364 Commercial paper — 72,397 — 72,397 Corporate debt securities — 78,981 — 78,981 Corporate equity securities 3,072 — — 3,072 Total $ 13,436 $ 151,378 $ — $ 164,814 Liabilities Foreign exchange derivative instruments $ — $ 135 — $ 135 Total $ — $ 135 $ — $ 135 The Company’s U.S. Treasury securities, commercial paper and corporate debt securities are classified as Level 2 as they are valued using multi-dimensional relational pricing models that use observable market inputs, including benchmark yields, reported trades, broker-dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data. Not all inputs listed are available for use in the evaluation process on any given day for each security evaluation. In addition, market indicators and industry and economic events are monitored and may serve as a trigger to acquire further corroborating market data. The Company’s corporate equity securities are classified as Level 1. There were no transfers between Level 1 and Level 2 categories during the six months ended June 30, 2019. |
Collaboration and Commercial Te
Collaboration and Commercial Technology Licensing Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Collaboration and Commercial Technology Licensing Agreements | |
Collaboration and Commercial Technology Licensing Agreements | Note 6. Collaboration and Commercial Technology Licensing Agreements The Company has entered into agreements with third parties for the development and commercialization of certain products and product candidates. Epic Sciences In June 2016, the Company entered into a collaboration agreement with Epic Sciences, which was superseded and replaced in March 2019 by a license agreement and laboratory services agreement with Epic Sciences, under which the Company was granted an exclusive license and distribution rights to commercialize Epic Sciences’ AR-V7 test in the United States, which is marketed under the Company’s trademark as the Oncotype DX AR-V7 Nucleus Detect test. The Company has primary responsibility, in accordance with applicable laws and regulations, for marketing and promoting the test, order fulfillment, billing and collections of receivables, claims appeals, customer support, and providing and maintaining order management systems for the test. Epic Sciences is responsible for performing all tests, performing studies, including analytic, clinical utility and clinical validation studies, and seeking Medicare coverage and a Medicare payment rate from the Centers for Medicare and Medicaid Services (“CMS”) for the test. The license and laboratory service agreement has a term of 10 years from June 2016, unless terminated earlier under certain circumstances. The Oncotype DX AR-V7 Nucleus Detect test became commercially available in February 2018. In October 2018, Palmetto GBA (“Palmetto”), the Medicare Administrative Contractor that sets Medicare coverage policies, approved coverage for the use of the Oncotype DX AR-V7 test through its final local coverage determination (“LCD”), providing initial coverage for eligible Medicare patients for dates of service on or after December 10, 2018. The Company recognizes revenues for the test performed under this arrangement and Epic Sciences receives a fee per test performed that represents the fair market value for the testing services they perform. Under collaboration agreement, in 2016 and 2017, the Company invested $7.5 million in subordinated convertible promissory notes of Epic Sciences that converted into 14,858,403 shares of Epic Sciences preferred stock in March 2017. The subordinated convertible promissory notes had been recognized at fair value, which the Company estimated to be approximately $7.1 million while the difference of $375,000 was deferred as of December 31, 2017 and has been recognized as an additional cost of purchases of Oncotype DX AR-V7 Nucleus Detect tests, which the Company believes would be at a discount to fair value. In June 2018, the Company invested an additional $2.5 million and received 3,400,435 additional shares of Epic Sciences preferred stock. Additional terms of the original agreement included the Company’s obligation to pay Epic Sciences $4.0 million upon achievement of certain milestones. In December 2018 and January 2019, the milestones were achieved and, the Company recorded the payments of $2.0 million for each in other assets, which are being recognized as cost of product revenue over the term of the agreement. Biocartis In September 2017, the Company entered into an exclusive license and development agreement with Biocartis, a molecular diagnostics company based in Belgium, to develop and commercialize an in vitro diagnostic (“IVD”) version of the Oncotype DX breast cancer test on Biocartis’ Idylla platform that can be performed locally by laboratory partners and in hospitals around the world. Under the terms of the license and development agreement, the Company has an exclusive, worldwide, royalty-bearing license to develop and commercialize an IVD version of the Oncotype DX breast cancer test on the Biocartis Idylla platform, and an option to expand the collaboration to include additional tests in oncology and urology. The Company has primary responsibility for developing, validating and obtaining regulatory authorizations and registrations for IVD Oncotype DX tests to be performed on the Idylla platform. The Company is also responsible for manufacturing and commercialization activities with respect to such tests. In December 2017, the Company purchased 270,000 ordinary shares of Biocartis at the market price of €12.50 for a total cost of €3.4 million or $4.0 million. The investment has been recognized at fair value of $3.2 million and $3.1 million at June 30, 2019 and December 31, 2018, respectively. In September 2018, the Company extended its option to expand the collaboration to include urology, and recorded a €1.0 million, or $1.2 million, expense. In November 2018, the Company and Biocartis signed an addendum to the license and development agreement in which the Company exercised the option to expand the collaboration to include the urology field and recorded a €2.0 million, or $2.3 million, expense. In addition, the Company obtained a right of first refusal to add an additional test, a non-invasive detection of prostate cancer in a pre-biopsy setting, and recorded a €500,000, or $575,000, expense. The Company did not extend the right of first refusal which expired in May 2019. Additional terms of the license and development agreement include the Company’s obligation to pay Biocartis an aggregate of €3.5 million in cash upon achievement of certain milestones and €2.0 million for the expansion of the collaboration to include additional tests in oncology. In addition, the Company will pay royalties based primarily on the future sales volumes of the Company’s test performed on the Idylla platform. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 7. Commitments and Contingencies Leases The Company has operating leases for office and laboratory facilities, data centers and certain equipment, some of which include options to extend for 5 years and finance leases for certain equipment. The Company's leases have remaining lease terms of 1 to 9 years. Under Topic 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate of interest, the Company uses its incremental borrowing rate based on the information available at commencement date or remeasurement date in determining the present value of lease payments. The incremental borrowing rate is a hypothetical rate based on the Company’s understanding of what its credit rating was as of such date. Leases with an initial term of 12 months or less and leases deemed immaterial are not recorded on the condensed consolidated balance sheet. Certain of the Company’s lease contracts include obligations to pay for other services, such as operations and maintenance. The Company accounts for these other services as a component of the lease when related payments are fixed or vary depending on an index or a rate. During the six months ended June 30, 2019, the Company considered that it is reasonably certain that the Company will exercise the option to extend the lease term of leases for its office and laboratory facilities in Redwood City, California. The Company included the extended term of 5 years and remeasured the ROU assets and lease liabilities for the related leases. The remeasurement resulted in the recognition of $34.0 million of ROU assets and lease liabilities. During the three and six months ended June 30, 2019, the Company entered into operating leases for office facilities and recognized ROU assets and liabilities of $369,000 and $3.1 million, respectively. The following table represents the Company’s ROU assets and lease liabilities and the balance sheet classification at June 30, 2019: June 30, 2019 Lease activity Balance sheet classification (In thousands) Operating lease Operating lease ROU assets Operating lease right-of-use assets $ 51,926 Operating lease liabilities - current portion Current portion of operating lease liabilities $ 4,442 Operating lease liabilities - non-current portion Operating lease liabilities 52,423 Total operating lease liabilities $ 56,865 Finance leases Finance lease ROU assets Other assets $ 352 Finance lease liabilities - current portion Other current liabilities $ 210 Finance lease liabilities - non-current portion Other liabilities 146 Total finance lease liabilities $ 356 The following table represents lease costs and other lease information. The table does not include short-term lease cost which is immaterial to the Company’s condensed statement of operations. Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 (In thousands) Lease cost Operating lease cost $ 2,268 $ 4,098 Finance lease cost: Amortization of right-of-use assets 53 106 Interest on lease liabilities 4 9 Variable lease cost 442 822 Total lease cost $ 2,767 $ 5,035 Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 (In thousands) Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,964 $ 3,650 Operating cash flows from finance leases 4 9 Financing cash flows from finance leases 51 103 Right-of-use assets obtained in exchange for new operating lease liabilities 369 55,003 Right-of-use assets obtained in exchange for new finance lease liabilities — 457 June 30, 2019 Weighted-average remaining lease term — operating leases 7.7 years Weighted-average remaining lease term — finance leases 1.7 years Weighted-average discount rate — operating leases 5.9% Weighted-average discount rate — finance leases 4.5% Maturities of lease liabilities were as follows: Operating Finance lease payments lease payments (In thousands) Years Ending December 31, 2019 (remainder of year) $ 3,650 $ 111 2020 7,979 221 2021 8,673 37 2022 8,948 — 2023 9,999 — 2024 and thereafter 32,755 — Total lease payments $ 72,004 $ 369 Less imputed interest (15,139) (13) Total lease liabilities $ 56,865 $ 356 Operating lease payments include $48.2 million related to options to extend lease terms that are reasonably certain of being exercised. Contingencies From time to time, the Company may be subject to various legal proceedings and claims arising in the ordinary course of business. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual in its consolidated financial statements. An estimated loss contingency is accrued in the consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal proceedings, including litigation, government investigations and enforcement actions, could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if the Company ultimately prevails. Any of the foregoing consequences could result in serious harm to the Company’s business, results of operations and financial condition. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 8. Stock-Based Compensation Stock Options The following table summarizes the activities for stock options for the six months ended June 30, 2019: Weighted-Average Outstanding Options Remaining Aggregate Number of Weighted-Average Contractual Intrinsic Shares Exercise Price Life Value (In thousands) (In years) (In thousands) Balance at December 31, 2018 3,083 $ 29.03 Options granted 373 $ 69.24 Options exercised (547) $ 24.94 Options forfeited (32) $ 41.80 Options expired (1) $ 17.18 Balance at June 30, 2019 2,876 $ 34.89 6.8 $ 71,275 Exercisable at June 30, 2019 1,832 $ 29.58 5.7 $ 52,371 Vested and expected to vest at June 30, 2019 2,799 $ 34.49 6.7 $ 70,139 Restricted Stock Units The following table summarizes the activities for restricted stock units (“RSU”s) for the six months ended June 30, 2019: Weighted-Average Number of Grant Date Fair Shares Value (In thousands) Balance at December 31, 2018 843 $ 31.70 RSUs granted 297 $ 74.48 RSUs vested (1) (385) $ 30.11 RSUs cancelled (39) $ 44.22 Balance at June 30, 2019 716 $ 49.61 (1) Includes 143,914 shares withheld to cover taxes. Restricted Stock in Lieu of Directors’ Fees Outside members of the Company’s Board of Directors may elect to receive fully-vested restricted stock in lieu of cash compensation for services as a director. During the six months ended June 30, 2019, the Company issued 1,520 shares of restricted stock to outside directors, with a grant date fair value of $100,000 and a weighted-average grant date fair value of $65.60 per share. Employee Stock Purchase Plan During the six months ended June 30, 2019, 71,054 shares were issued pursuant to the Employee Stock Purchase Plan (“ESPP”). As of June 30, 2019, there was $804,000 of unrecognized compensation expense related to the ESPP, which is expected to be recognized over a period of five months . Employee Stock-Based Compensation Expense The Company recognized employee stock-based compensation expense of $6.5 million and $12.8 million for for the three and six months ended June 30, 2019 respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Information | |
Segment Information | Note 9. Segment Information The Company operates in one business segment, which primarily focuses on the development and global commercialization of genomic-based clinical laboratory services that analyze the underlying biology of cancer, allowing physicians and patients to make individualized treatment decisions. The Company’s Oncotype DX breast, colon and prostate cancer tests have similar economic and other characteristics, including the nature of the products and production processes, type of customers, distribution methods and regulatory environment. As of June 30, 2019, the majority of the Company’s product revenues have been derived from sales of one product, the Oncotype DX breast cancer test. 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands) (In thousands) United States $ 96,029 $ 81,440 $ 187,047 160,307 Outside of the United States 18,111 14,179 35,862 27,937 Total revenues $ 114,140 $ 95,619 $ 222,909 $ 188,244 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Taxes | |
Income Taxes | Note 10. Income Taxes The Company recognized income tax expense of $340,000 and $607,000 for the three and six months ended June 30, 2019, respectively, and $218,000 and $458,000 for the three and six months ended June 30, 2018, respectively, which was computed using the “discrete” (or “cut-off”) method. The income tax expense for the three and six months ended June 30, 2019 and 2018 was primarily comprised of foreign income tax expense. Based on all available objective evidence, the Company believes that it is more likely than not that its deferred tax assets will not be fully realized. Accordingly, the Company maintains a valuation allowance against all of its deferred tax assets as of both June 30, 2019 and December 31, 2018. The Company will continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. The Company had $6.9 million and $6.4 million of unrecognized tax benefits at June 30, 2019 and December 31, 2018, respectively. The Company does not anticipate a material change to its unrecognized tax benefits over the next 12 months that would affect its effective tax rate. Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business. Accrued interest and penalties related to unrecognized tax benefits are recognized as part of the Company’s income tax provision in its condensed consolidated statements of operations. The statute of limitations remains open for the years 2001 through 2019 in U.S. federal and state jurisdictions, and for the years 2013 through 2019 in foreign jurisdictions. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2019 | |
Restructuring | |
Restructuring | Note 11. Restructuring In March 2018, the Company announced its decision to no longer provide its commercial offering of Oncotype SEQ Liquid Select or any further investment in next generation sequencing (“NGS”) panels due to a decision to focus the Company’s efforts to develop IVD test solutions and other tests with more predictable reimbursement, higher proprietary value and better prospects for global adoption. With this shift in strategic direction, the Company announced a reduction of its workforce of approximately 10% and recorded charges of $8.5 million consisting of $4.8 million in non-cash asset impairments and $3.7 million in employee separation charges, all of which were recorded as operating expenses in the consolidated statements of operations. The Company paid all of the employee separation charges during 2018. There were no restructuring costs during the three and six months ended June 30, 2019. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2019 | |
Subsequent Events | |
Subsequent Events | Note 12. Subsequent Event On July 28, 2019, the Company, Exact Sciences Corporation, a Delaware corporation (“Exact Sciences”) and Spring Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Exact Sciences (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Exact Sciences, subject to the terms and conditions of the Merger Agreement. The boards of directors of both the Company and Exact Sciences have unanimously approved the transaction. The completion of the Merger is subject to customary conditions, including, among others, the approval of the Merger by the Company’s stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of any order or law that has the effect of enjoining or otherwise prohibiting the completion of the Merger, each party’s representations and warranties being true and correct as of the closing, generally to a “Material Adverse Effect” standard, and the approval for listing of the shares of Exact Sciences common stock forming part of the merger consideration on the Nasdaq Stock Market and the effectiveness of a registration statement on Form S-4 with respect to such Exact Sciences common stock. Pursuant to the Merger Agreement, and subject to the terms and conditions contained therein, upon the closing of the Merger, each share of the Company’s common stock outstanding immediately prior to the closing of the Merger (other than shares owned by the Company as treasury shares or owned by Exact Sciences, any of its subsidiaries, any of the Company’s subsidiaries or holders of the Company’s common stock, if any, who properly exercise their appraisal rights under the General Corporation Law of the State of Delaware) will be converted into the right to receive (a) |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization and Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include all the accounts of the Company and its wholly-owned subsidiaries. The Company had two wholly-owned subsidiaries at June 30, 2019: Genomic Health International Holdings, LLC, which was established in Delaware in 2010 and supports the Company’s international sales and marketing efforts; and Oncotype Laboratories, Inc., which was established in 2012, and is inactive. Genomic Health International Holdings, LLC has eight wholly-owned subsidiaries. The functional currency for the Company’s wholly-owned subsidiaries incorporated outside the United States is the U.S. dollar. All significant intercompany balances and transactions have been eliminated. The Company assesses whether it is the primary beneficiary of a variable interest entity (“VIE”) at the inception of the arrangement and at each reporting date. This assessment is based on the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the Company’s obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company continuously performs this assessment, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of a VIE. |
Basis of Presentation and Use of Estimates | Basis of Presentation and Use of Estimates The accompanying interim period condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated balance sheet as of June 30, 2019, condensed consolidated statements of operations, comprehensive income and stockholders’ equity for the three and six months ended June 30, 2019 and 2018, and the condensed consolidated statements cash flows are unaudited for six months ended June 30, 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements, but it does not include certain information and notes required by GAAP for complete consolidated financial statements. The preparation of financial statements in conformity with GAAP requires management to make judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the Company’s condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. The accompanying interim period condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. During the first quarter of 2019, the Company adopted new accounting guidance related to leases which is described below. There have been no other significant changes in the Company’s accounting policies during the three and six months ended June 30, 2019 as compared to the significant accounting policies described in its Annual Report on Form 10-K for the year ended December 31, 2018. |
Revenue Recognition | Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for the arrangements that the Company determines are within the scope of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers “Revenues” |
Concentration of Risk | Concentration of Risk The Company is subject to credit risk from its portfolio of cash equivalents and marketable securities. The Company invests in money market funds through a major U.S. bank and is exposed to credit risk in the event of default by the financial institution to the extent of amounts recorded on the consolidated balance sheets. The Company invests in short term, investment grade debt instruments and by policy limits the amount in any one type of investment, except for securities issued or guaranteed by the U.S. government. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after tax rate of return. The Company is also subject to credit risk from its accounts receivable related to its product sales. The majority of the Company’s accounts receivable arise from product sales in the United States. Reimbursement on behalf of patients covered by Medicare accounted for 24% of the Company’s product revenues for each of the three and six months ended June 30, 2019 and 24% and 25% for the three and six months ended June 30, 2018. Accounts receivable on behalf of patients directly covered by Medicare represented 12% and 17% of the Company’s total accounts receivable at June 30, 2019 and December 31, 2018, respectively. No other third party payor represented more than 10% of the Company’s product revenues or accounts receivable balances for these periods. |
Non-Marketable Investments | Non-Marketable Investments The carrying values of the Company’s non-marketable equity securities without readily determinable market values are initially measured at cost and adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other (expense) income, net. As of June 30, 2019, the carrying value of the preferred stock of Epic Sciences, Inc. (“Epic Sciences”) was $10.8 million. The Company did not adjust the carrying value of the preferred stock during the three and six months ended June 30, 2018. The preferred stock of Epic Sciences is classified within Level 3 in the fair value hierarchy because the Company estimated the value utilizing an option pricing model that considered the most recent observable transaction and other unobservable inputs including volatility and long-term plans of Epic Sciences. The preferred stock represents a variable interest in the investee. The Company has concluded it is not the primary beneficiary and thus has not consolidated the investee pursuant to the requirements of FASB ASC 810, Consolidation. Additionally, as the Company does not have the ability to exercise significant influence, the equity method was not used to account for the investment. |
Derivative Financial Instruments | Derivative Financial Instruments The Company hedges a portion of its foreign currency exposure related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid and other current assets or in accrued liabilities, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, the increased changes in their fair value of $93,000 and $50,000 for the three and six months ended June 30, 2019, respectively, are recorded in other (expense) income, net. As of June 30, 2019 and December 31, 2018, the Company had foreign currency forward contracts with notional amounts of $14.3 million and $17.1 million, respectively. |
Impairment of Long-Lived Assets | Impairment of Long Lived Assets The Company reviews long lived assets, which include property and equipment, intangible assets and investments in privately held companies, for impairment whenever events or changes in business circumstances indicate that the carrying amounts of the assets may not be fully recoverable. For property and equipment and intangible assets, an impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using undiscounted cash flows. For investments in non-marketable equity securities, evidence of impairment might include the absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain an earnings capacity which would justify the carrying amount of the investment. If the fair value of the investment is determined to be less than the carrying value, the asset is written down to its fair value. During each of the three and six months ended June 30, 2019 the Company wrote off $187,000 of fully depreciated, previously capitalized software development costs, due to disposal activities. During the three and six months ended June 30, 2018 the Company wrote off $2.1 million and $2.3 million of previously capitalized equipment and software development costs, respectively, due to disposal activities. |
Treasury Stock | Treasury Stock In 2012, the Company entered into an accelerated share repurchase agreement with a financial institution to repurchase $30.1 million of its common stock on an accelerated basis. The shares of common stock repurchased under the agreement were 984,074 and 77,257 during the year ended December 31, 2012 and 2013, respectively. In April 2019, the Company retired all existing treasury stock. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) “Commitments and Contingencies” Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13). |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenues | |
Schedule of product revenues disaggregated by revenue source and geographic region | The following table presents the Company’s product revenues disaggregated by revenue source: Three Months Ended Six Months Ended June 30, June 30, United States Outside of the United States Total United States Outside of the United States Total 2019 (In thousands) Invasive breast cancer test $ 82,188 $ 17,942 $ 100,130 $ 161,981 $ 35,517 $ 197,498 Prostate cancer test 9,576 63 9,639 18,087 143 18,230 Other 4,265 106 4,371 6,967 202 7,169 Total product revenues 96,029 18,111 114,140 187,035 35,862 222,897 Contract revenues — — — 12 — 12 Total revenues $ 96,029 $ 18,111 $ 114,140 $ 187,047 $ 35,862 $ 222,909 2018 (In thousands) Invasive breast cancer test $ 72,462 $ 14,016 $ 86,478 $ 143,393 $ 27,636 $ 171,029 Prostate cancer test 6,731 46 6,777 12,536 81 12,617 Other 2,247 117 2,364 4,378 220 4,598 Total revenues $ 81,440 $ 14,179 $ 95,619 $ 160,307 $ 27,937 $ 188,244 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Net Income Per Share | |
Schedule of reconciliation of numerator and denominator used in calculation of basic and diluted net income (loss) per share | Basic net income per share is calculated by dividing net income for the period by the weighted-average number of common shares outstanding for the period without consideration of potential common shares. Diluted earnings per share is calculated using the weighted-average number of common shares outstanding including the dilutive effect of stock awards as determined under the treasury stock method. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands, except per share amounts) Numerator: Net income $ 15,987 $ 8,317 $ 28,986 $ 4,542 Denominator: Weighted-average shares of common stock outstanding used in the calculation of basic net income per share 37,126 35,544 36,924 35,372 Effect of dilutive securities: Options to purchase common stock 1,141 840 1,373 660 Restricted stock units 239 308 343 309 ESPP 1 24 2 19 Total 1,381 1,172 1,718 988 Weighted-average shares of common stock outstanding used in the calculation of diluted net income per share 38,507 36,716 38,642 36,360 Basic net income per share $ 0.43 $ 0.23 $ 0.79 $ 0.13 Diluted net income per share $ 0.42 $ 0.23 $ 0.75 $ 0.12 |
Cash, Cash Equivalents, Restr_2
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities | |
Schedule of cash, cash equivalents, restricted cash and marketable securities | The following tables set forth the Company’s cash and cash equivalents, restricted cash, and marketable securities as of the dates indicated: June 30, December 31, 2019 2018 (In thousands) Cash, cash equivalents, and restricted cash Cash $ 69,586 $ 49,046 Money market deposits 478 10,364 U.S. Treasury securities 20,861 — Commercial paper — 2,235 Restricted cash (1) 259 272 Total cash, cash equivalents and restricted cash 91,184 61,917 Marketable securities U.S. Treasury securities 84,306 — Commercial paper 18,723 70,162 Corporate debt securities 46,399 78,981 Corporate equity securities 3,197 3,072 Total marketable securities 152,625 152,215 Total cash and cash equivalents, restricted cash and marketable securities $ 243,809 $ 214,132 (1) Restricted cash is included in Other assets on the consolidated balance sheets. |
Summary of available-for-sale securities | The following tables summarize the Company’s available-for-sale securities that are measured at fair value as of the dates indicated: June 30, 2019 Cost or Gross Gross Total Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In thousands) U.S. Treasury securities $ 105,145 $ 32 $ (10) $ 105,167 Commercial paper 18,711 12 — 18,723 Corporate debt securities 46,317 82 — 46,399 Total $ 170,173 $ 126 $ (10) $ 170,289 December 31, 2018 Cost or Gross Gross Total Amortized Unrealized Unrealized Estimated Cost Gains Losses Fair Value (In thousands) Commercial paper $ 72,455 $ — $ (58) $ 72,397 Corporate debt securities 79,009 18 (46) 78,981 Total $ 151,464 $ 18 $ (104) $ 151,378 |
Schedule of the breakdown of available-for-sale marketable securities with unrealized losses | The following table provides the breakdown of the available-for-sale marketable securities with unrealized losses as of the dates indicated: In a Loss Position for Less Than 12 Months Gross Unrealized Estimated Losses Fair Value (In thousands) As of June 30, 2019: U.S Treasury securities $ (10) $ 24,747 Total $ (10) $ 24,747 As of December 31, 2018: Commercial paper $ (58) $ 59,423 Corporate debt securities (46) 37,608 Total $ (104) $ 97,031 |
Summary of fixed maturity securities by contractual maturity | The following table provides the amortized cost and fair value of fixed maturity securities available for sale by contractual maturity: June 30, 2019 December 31, 2018 Amortized Estimated Amortized Estimated Cost Fair Value Cost Fair Value (In thousands) Due in one year or less $ 170,173 $ 170,289 $ 147,398 $ 147,312 Due in more than one year but less than five years — — 4,066 4,066 Total $ 170,173 $ 170,289 $ 151,464 $ 151,378 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Measurements | |
Schedule of financial instruments measured at fair value on recurring basis | The following tables set forth the Company’s financial instruments that were measured at fair value on a recurring basis at June 30, 2019 and December 31, 2018 by level within the fair value hierarchy: Actively Quoted Significant Markets for Other Significant Identical Observable Unobservable Balance at Assets Inputs Inputs June 30, Level 1 Level 2 Level 3 2019 (In thousands) As of June 30, 2019: Assets Money market deposits $ 478 $ — $ — $ 478 U.S. Treasury securities — 105,167 — 105,167 Commercial paper — 18,723 — 18,723 Corporate debt securities — 46,399 — 46,399 Corporate equity securities 3,197 — — 3,197 Total $ 3,675 $ 170,289 $ — $ 173,964 Liabilities Foreign exchange derivative instruments $ — $ 274 — $ 274 Total $ — $ 274 $ — $ 274 Actively Quoted Significant Markets for Other Significant Identical Observable Unobservable Balance at Assets Inputs Inputs December 31, Level 1 Level 2 Level 3 2018 (In thousands) As of December 31, 2018: Assets Money market deposits $ 10,364 $ — $ — $ 10,364 Commercial paper — 72,397 — 72,397 Corporate debt securities — 78,981 — 78,981 Corporate equity securities 3,072 — — 3,072 Total $ 13,436 $ 151,378 $ — $ 164,814 Liabilities Foreign exchange derivative instruments $ — $ 135 — $ 135 Total $ — $ 135 $ — $ 135 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies | |
Summary of ROU assets and lease liabilities | During the three and six months ended June 30, 2019, the Company entered into operating leases for office facilities and recognized ROU assets and liabilities of $369,000 and $3.1 million, respectively. The following table represents the Company’s ROU assets and lease liabilities and the balance sheet classification at June 30, 2019: June 30, 2019 Lease activity Balance sheet classification (In thousands) Operating lease Operating lease ROU assets Operating lease right-of-use assets $ 51,926 Operating lease liabilities - current portion Current portion of operating lease liabilities $ 4,442 Operating lease liabilities - non-current portion Operating lease liabilities 52,423 Total operating lease liabilities $ 56,865 Finance leases Finance lease ROU assets Other assets $ 352 Finance lease liabilities - current portion Other current liabilities $ 210 Finance lease liabilities - non-current portion Other liabilities 146 Total finance lease liabilities $ 356 |
Summary of components of our lease cost and supplemental cash flow information | The following table represents lease costs and other lease information. The table does not include short-term lease cost which is immaterial to the Company’s condensed statement of operations. Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 (In thousands) Lease cost Operating lease cost $ 2,268 $ 4,098 Finance lease cost: Amortization of right-of-use assets 53 106 Interest on lease liabilities 4 9 Variable lease cost 442 822 Total lease cost $ 2,767 $ 5,035 Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 (In thousands) Other information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,964 $ 3,650 Operating cash flows from finance leases 4 9 Financing cash flows from finance leases 51 103 Right-of-use assets obtained in exchange for new operating lease liabilities 369 55,003 Right-of-use assets obtained in exchange for new finance lease liabilities — 457 June 30, 2019 Weighted-average remaining lease term — operating leases 7.7 years Weighted-average remaining lease term — finance leases 1.7 years Weighted-average discount rate — operating leases 5.9% Weighted-average discount rate — finance leases 4.5% |
Summary of maturities of operating lease payments | Maturities of lease liabilities were as follows: Operating Finance lease payments lease payments (In thousands) Years Ending December 31, 2019 (remainder of year) $ 3,650 $ 111 2020 7,979 221 2021 8,673 37 2022 8,948 — 2023 9,999 — 2024 and thereafter 32,755 — Total lease payments $ 72,004 $ 369 Less imputed interest (15,139) (13) Total lease liabilities $ 56,865 $ 356 |
Summary of maturities of finance lease payments | Operating Finance lease payments lease payments (In thousands) Years Ending December 31, 2019 (remainder of year) $ 3,650 $ 111 2020 7,979 221 2021 8,673 37 2022 8,948 — 2023 9,999 — 2024 and thereafter 32,755 — Total lease payments $ 72,004 $ 369 Less imputed interest (15,139) (13) Total lease liabilities $ 56,865 $ 356 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Stock-Based Compensation | |
Summary of option activity | The following table summarizes the activities for stock options for the six months ended June 30, 2019: Weighted-Average Outstanding Options Remaining Aggregate Number of Weighted-Average Contractual Intrinsic Shares Exercise Price Life Value (In thousands) (In years) (In thousands) Balance at December 31, 2018 3,083 $ 29.03 Options granted 373 $ 69.24 Options exercised (547) $ 24.94 Options forfeited (32) $ 41.80 Options expired (1) $ 17.18 Balance at June 30, 2019 2,876 $ 34.89 6.8 $ 71,275 Exercisable at June 30, 2019 1,832 $ 29.58 5.7 $ 52,371 Vested and expected to vest at June 30, 2019 2,799 $ 34.49 6.7 $ 70,139 |
Summary of RSU activity | The following table summarizes the activities for restricted stock units (“RSU”s) for the six months ended June 30, 2019: Weighted-Average Number of Grant Date Fair Shares Value (In thousands) Balance at December 31, 2018 843 $ 31.70 RSUs granted 297 $ 74.48 RSUs vested (1) (385) $ 30.11 RSUs cancelled (39) $ 44.22 Balance at June 30, 2019 716 $ 49.61 (1) Includes 143,914 shares withheld to cover taxes. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Information | |
Summary of total revenue from customers by geographic region | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands) (In thousands) United States $ 96,029 $ 81,440 $ 187,047 160,307 Outside of the United States 18,111 14,179 35,862 27,937 Total revenues $ 114,140 $ 95,619 $ 222,909 $ 188,244 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Principles of Consolidation) (Details) | 6 Months Ended |
Jun. 30, 2019subsidiary | |
Principles of Consolidation | |
Number of wholly-owned subsidiaries | 2 |
Genomic Health International Holdings, LLC | |
Principles of Consolidation | |
Number of wholly-owned subsidiaries | 8 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies (Concentration of Risk) (Details) - Medicare | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Product revenues | Third-party payor | |||||
Concentration of Risk | |||||
Concentration risk percentage | 24.00% | 24.00% | 24.00% | 25.00% | |
Net accounts receivable | Credit | |||||
Concentration of Risk | |||||
Concentration risk percentage | 12.00% | 17.00% |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies (Non-Marketable Investments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Investments in Privately Held Companies | ||||
Marketable Securities | $ 152,625 | $ 152,215 | ||
Unrealized (loss) gain on equity securities | 148 | $ 1,410 | ||
Corporate equity securities | ||||
Investments in Privately Held Companies | ||||
Marketable Securities | 3,197 | $ 3,072 | ||
Epic Sciences, Inc. | Corporate equity securities | ||||
Investments in Privately Held Companies | ||||
Marketable Securities | $ 10,800 | |||
Unrealized (loss) gain on equity securities | $ 0 | $ 0 |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies (Derivative Financial Instruments) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Derivative Financial Instruments | |||
Fair Value, Net Derivative Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income [Extensible List] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | |
Foreign exchange forward contract | |||
Derivative Financial Instruments | |||
Changes in fair value | $ 93,000 | $ (50,000) | |
Notional amount | $ 14,300,000 | $ 14,300,000 | $ 17,100,000 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies (Impairment of Long-Lived Assets) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Impairment of Long-lived Assets | |||||
Impairments | $ 4,800,000 | $ 187,000 | $ 187,000 | ||
Equipment | |||||
Impairment of Long-lived Assets | |||||
Impairments | $ 2,100,000 | $ 2,100,000 | |||
Software development costs | |||||
Impairment of Long-lived Assets | |||||
Impairments | $ 2,300,000 | $ 2,300,000 |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies (Treasury stock) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Treasury Stock [Abstract] | ||
Stock Repurchase Program, Authorized Amount | $ 30.1 | |
Treasury Stock, Shares, Acquired | 77,257 | 984,074 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies (Recently Issued Accounting Pronouncements) (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Recently Issued Accounting Pronouncements | |||
Lease practical expedient elected | true | ||
Operating lease right-of-use assets | $ 51,926 | ||
Lease liabilities | 56,865 | ||
Current portion of operating lease liabilities | 4,442 | ||
Accrued expenses and other current liabilities | $ 16,888 | $ 15,870 | |
Restatement adjustment | ASU 2016-02 | |||
Recently Issued Accounting Pronouncements | |||
Operating lease right-of-use assets | $ 17,900 | ||
Lease liabilities | 22,500 | ||
Current portion of operating lease liabilities | 6,100 | ||
Elimination of straight-line lease liabilities | (4,500) | ||
Accrued expenses and other current liabilities | $ 1,100 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue | ||||
Total revenues | $ 114,140 | $ 95,619 | $ 222,909 | $ 188,244 |
Product | ||||
Disaggregation of Revenue | ||||
Total revenues | 114,140 | 95,619 | 222,897 | 188,244 |
Invasive breast cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 100,130 | 86,478 | 197,498 | 171,029 |
Prostate cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 9,639 | 6,777 | 18,230 | 12,617 |
Other | ||||
Disaggregation of Revenue | ||||
Total revenues | 4,371 | 2,364 | 7,169 | 4,598 |
Contract | ||||
Disaggregation of Revenue | ||||
Total revenues | 12 | |||
United States | ||||
Disaggregation of Revenue | ||||
Total revenues | 96,029 | 81,440 | 187,047 | 160,307 |
United States | Product | ||||
Disaggregation of Revenue | ||||
Total revenues | 96,029 | 187,035 | ||
United States | Invasive breast cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 82,188 | 72,462 | 161,981 | 143,393 |
United States | Prostate cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 9,576 | 6,731 | 18,087 | 12,536 |
United States | Other | ||||
Disaggregation of Revenue | ||||
Total revenues | 4,265 | 2,247 | 6,967 | 4,378 |
United States | Contract | ||||
Disaggregation of Revenue | ||||
Total revenues | 12 | |||
Outside of the United States | ||||
Disaggregation of Revenue | ||||
Total revenues | 18,111 | 14,179 | 35,862 | 27,937 |
Outside of the United States | Product | ||||
Disaggregation of Revenue | ||||
Total revenues | 18,111 | 35,862 | ||
Outside of the United States | Invasive breast cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 17,942 | 14,016 | 35,517 | 27,636 |
Outside of the United States | Prostate cancer test | ||||
Disaggregation of Revenue | ||||
Total revenues | 63 | 46 | 143 | 81 |
Outside of the United States | Other | ||||
Disaggregation of Revenue | ||||
Total revenues | $ 106 | $ 117 | $ 202 | $ 220 |
Net Income Per Share (Calculati
Net Income Per Share (Calculation) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Net income | $ 15,987 | $ 8,317 | $ 28,986 | $ 4,542 |
Denominator: | ||||
Weighted-average shares of common stock outstanding used in the calculation of basic net income per share | 37,126 | 35,544 | 36,924 | 35,372 |
Effect of dilutive securities: | ||||
Effect of dilutive securities (in shares) | 1,381 | 1,172 | 1,718 | 988 |
Weighted-average shares of common stock outstanding used in the calculation of diluted net income per share | 38,507 | 36,716 | 38,642 | 36,360 |
Basic net income per share (in dollars per share) | $ 0.43 | $ 0.23 | $ 0.79 | $ 0.13 |
Diluted net income per share (in dollars per share) | $ 0.42 | $ 0.23 | $ 0.75 | $ 0.12 |
Stock Options | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (in shares) | 1,141 | 840 | 1,373 | 660 |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (in shares) | 239 | 308 | 343 | 309 |
Employee Stock Purchase Plan | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities (in shares) | 1 | 24 | 2 | 19 |
Net Income Per Share (Dilutive
Net Income Per Share (Dilutive stock awards excluded) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Net Income Per Share | ||||
Stock awards excluded from the computation (in shares) | 626,000 | 666,000 | 558,000 | 566,000 |
Cash and Cash Equivalents, Rest
Cash and Cash Equivalents, Restricted Cash, and Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | $ 91,184 | $ 61,917 | $ 54,115 | $ 45,708 |
Total marketable securities | 152,625 | 152,215 | ||
Total cash and cash equivalents, restricted cash and marketable securities | 243,809 | 214,132 | ||
US Treasury securities | ||||
Marketable Securities | ||||
Total marketable securities | 84,306 | |||
Commercial paper | ||||
Marketable Securities | ||||
Total marketable securities | 18,723 | 70,162 | ||
Corporate debt securities | ||||
Marketable Securities | ||||
Total marketable securities | 46,399 | 78,981 | ||
Corporate equity securities | ||||
Marketable Securities | ||||
Total marketable securities | 3,197 | 3,072 | ||
Cash | ||||
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | 69,586 | 49,046 | ||
Money market deposits | ||||
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | 478 | 10,364 | ||
U.S. Treasury securities | ||||
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | 20,861 | |||
Commercial paper | ||||
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | 2,235 | |||
Restricted cash | ||||
Marketable Securities | ||||
Total cash, cash equivalents and restricted cash | $ 259 | $ 272 |
Cash, Cash Equivalents, Restr_3
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Available-for-sale Securities) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt securities | ||
Total | $ 170,173 | $ 151,464 |
Gross Unrealized Gains, Debt Securities | 126 | 18 |
Gross Unrealized Losses, Debt Securities | (10) | (104) |
Debt securities | 170,289 | 151,378 |
Commercial paper | ||
Debt securities | ||
Total | 18,711 | 72,455 |
Gross Unrealized Gains, Debt Securities | 12 | |
Gross Unrealized Losses, Debt Securities | (58) | |
Debt securities | 18,723 | 72,397 |
US Treasury securities | ||
Debt securities | ||
Total | 105,145 | |
Gross Unrealized Gains, Debt Securities | 32 | |
Gross Unrealized Losses, Debt Securities | (10) | |
Debt securities | 105,167 | |
Corporate debt securities | ||
Debt securities | ||
Total | 46,317 | 79,009 |
Gross Unrealized Gains, Debt Securities | 82 | 18 |
Gross Unrealized Losses, Debt Securities | (46) | |
Debt securities | $ 46,399 | $ 78,981 |
Cash, Cash Equivalents, Restr_4
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Available-For-Sale Marketable Securities with Unrealized losses) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Marketable Securities [Line Items] | ||
In a Loss Position for Less Than 12 Months, Gross Unrealized Losses | $ (10) | $ (104) |
In a Loss Position for Less Than 12 Months, Estimated Fair Value | 24,747 | 97,031 |
Commercial paper | ||
Marketable Securities [Line Items] | ||
In a Loss Position for Less Than 12 Months, Gross Unrealized Losses | (58) | |
In a Loss Position for Less Than 12 Months, Estimated Fair Value | 59,423 | |
US Treasury securities | ||
Marketable Securities [Line Items] | ||
In a Loss Position for Less Than 12 Months, Gross Unrealized Losses | (10) | |
In a Loss Position for Less Than 12 Months, Estimated Fair Value | $ 24,747 | |
Corporate debt securities | ||
Marketable Securities [Line Items] | ||
In a Loss Position for Less Than 12 Months, Gross Unrealized Losses | (46) | |
In a Loss Position for Less Than 12 Months, Estimated Fair Value | $ 37,608 |
Cash, Cash Equivalents, Restr_5
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Contractual Maturity) (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Amortized Cost | ||
Due in one year or less | $ 170,173 | $ 147,398 |
Due in more than one year but less than five years | 4,066 | |
Total | 170,173 | 151,464 |
Estimated Fair Value | ||
Due in one year or less | 170,289 | 147,312 |
Due in more than one year but less than five years | 4,066 | |
Total | $ 170,289 | $ 151,378 |
Cash, Cash Equivalents, Restr_6
Cash, Cash Equivalents, Restricted Cash, and Marketable Securities (Biocartis) (Details) € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Dec. 31, 2017EUR (€)shares | Dec. 31, 2017USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019EUR (€) | Jun. 30, 2019USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | |
Marketable Securities | ||||||||||
Retained earnings (deficit) | $ (207,449,000) | $ (206,325,000) | ||||||||
Unrealized (loss) gain on equity securities | $ 148,000 | $ 1,410,000 | ||||||||
Unrealized (loss) gain on equity securities | $ (301,000) | $ 1,283,000 | 148,000 | 1,410,000 | ||||||
Biocartis N.V. | ||||||||||
Marketable Securities | ||||||||||
Amount invested in notes | € 3.4 | $ 4,000,000 | ||||||||
Corporate equity securities | € 2.8 | $ 3,200,000 | € 2.7 | $ 3,100,000 | ||||||
Unrealized (loss) gain on equity securities | 90,000 | 218,000 | ||||||||
Unrealized (loss) gain on equity securities | (301,000) | 148,000 | ||||||||
Foreign currency revaluation gain (loss) | $ 38,000 | $ 231,000 | $ (23,000) | $ 91,000 | ||||||
Biocartis N.V. | Common Stock | ||||||||||
Marketable Securities | ||||||||||
Number of shares purchased | shares | 270,000 | 270,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Debt securities | $ 170,289 | $ 151,378 |
Liabilities | ||
Transfer of assets from level 1 to level 2 | 0 | |
Transfer of assets from level 2 to level 1 | 0 | |
Transfer of liabilities from level 1 to level 2 | 0 | |
Transfer of liabilities from level 2 to level 1 | 0 | |
Commercial paper | ||
Assets | ||
Debt securities | 18,723 | 72,397 |
US Treasury securities | ||
Assets | ||
Debt securities | 105,167 | |
Corporate debt securities | ||
Assets | ||
Debt securities | 46,399 | 78,981 |
Recurring basis | ||
Assets | ||
Money market deposits | 478 | 10,364 |
Corporate equity securities | 3,197 | 3,072 |
Total assets at fair value | 173,964 | 164,814 |
Liabilities | ||
Foreign exchange derivative instruments | 274 | 135 |
Total | 274 | 135 |
Recurring basis | Commercial paper | ||
Assets | ||
Debt securities | 18,723 | 72,397 |
Recurring basis | US Treasury securities | ||
Assets | ||
Debt securities | 105,167 | |
Recurring basis | Corporate debt securities | ||
Assets | ||
Debt securities | 46,399 | 78,981 |
Recurring basis | Actively Quoted Markets for Identical Assets Level 1 | ||
Assets | ||
Money market deposits | 478 | 10,364 |
Corporate equity securities | 3,197 | 3,072 |
Total assets at fair value | 3,675 | 13,436 |
Recurring basis | Significant Other Observable Inputs Level 2 | ||
Assets | ||
Total assets at fair value | 170,289 | 151,378 |
Liabilities | ||
Foreign exchange derivative instruments | 274 | 135 |
Total | 274 | 135 |
Recurring basis | Significant Other Observable Inputs Level 2 | Commercial paper | ||
Assets | ||
Debt securities | 18,723 | 72,397 |
Recurring basis | Significant Other Observable Inputs Level 2 | US Treasury securities | ||
Assets | ||
Debt securities | 105,167 | |
Recurring basis | Significant Other Observable Inputs Level 2 | Corporate debt securities | ||
Assets | ||
Debt securities | $ 46,399 | $ 78,981 |
Collaboration and Commercial _2
Collaboration and Commercial Technology Licensing Agreements (Epic) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 24 Months Ended | |||||
Jan. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2017 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Jun. 30, 2016 | |
Collaboration agreements | ||||||||
Debt securities fair value | $ 170,289,000 | $ 151,378,000 | ||||||
Amount invested | $ 124,576,000 | $ 64,388,000 | ||||||
Oncotype DX colon cancer test and Oncotype DX prostate cancer test | ||||||||
Collaboration agreements | ||||||||
Amount invested in notes | $ 7,500,000 | |||||||
Shares of Preferred stock issued from conversion of Promissory Notes | 14,858,403 | |||||||
Debt securities fair value | 7,100,000 | |||||||
Deferred cost | $ 375,000 | |||||||
Obligation upon achievement of certain future milestones | $ 4,000,000 | |||||||
Term of agreement | 10 years | |||||||
Oncotype DX colon cancer test and Oncotype DX prostate cancer test | Corporate equity securities | ||||||||
Collaboration agreements | ||||||||
Investment in preferred stock per collaboration agreement | $ 2,500,000 | $ 2,500,000 | ||||||
Number of Shares Received Upon Additional Investment on Convertible Notes | 3,400,435 | |||||||
Oncotype DX colon cancer test and Oncotype DX prostate cancer test | Corporate equity securities | Other Assets | ||||||||
Collaboration agreements | ||||||||
Amount invested | $ 2,000,000 | |||||||
Obligation upon achievement of certain future milestones | $ 2,000,000 | $ 2,000,000 |
Collaboration and Commercial _3
Collaboration and Commercial Technology Licensing Agreements (Biocartis) (Details) | 1 Months Ended | 6 Months Ended | |||||||
Nov. 30, 2018EUR (€) | Nov. 30, 2018USD ($) | Sep. 30, 2018EUR (€) | Sep. 30, 2018USD ($) | Dec. 31, 2017EUR (€)€ / sharesshares | Dec. 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Collaboration agreements | |||||||||
Amount invested | $ | $ 124,576,000 | $ 64,388,000 | |||||||
Exclusive license and development agreement with Biocartis NV | |||||||||
Collaboration agreements | |||||||||
Number of shares purchased | shares | 270,000 | ||||||||
Market price | € / shares | € 12.50 | ||||||||
Amount invested | € 3,400,000 | $ 4,000,000 | |||||||
Estimated fair value | $ | $ 3,200,000 | $ 3,100,000 | |||||||
Cash obligation upon achievement of certain milestones | € | € 3,500,000 | ||||||||
Investment expense | € 1,000,000 | $ 1,200,000 | |||||||
Cash obligation for the expansion of the collaboration | € | 2,000,000 | ||||||||
Addendum to license and development agreement to include urology | |||||||||
Collaboration agreements | |||||||||
Investment expense | 2,000,000 | $ 2,300,000 | |||||||
Collaborative arrangement first right to additional test prostate cancer | |||||||||
Collaboration agreements | |||||||||
Investment expense | € 500,000 | $ 575,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
Option to extend - Operating | true |
Option to extend period - Operating | 5 years |
Operating lease right-of-use assets | $ 51,926,000 |
Lease liabilities | $ 56,865,000 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term - Operating | 1 year |
Remaining lease term - Finance | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term - Operating | 9 years |
Remaining lease term - Finance | 9 years |
Operating lease for office and laboratory facility | |
Lessee, Lease, Description [Line Items] | |
Operating lease right-of-use assets | $ 34,000,000 |
Lease liabilities | 34,000,000 |
Operating lease for office facility | |
Lessee, Lease, Description [Line Items] | |
Operating lease right-of-use assets | 369,000 |
Lease liabilities | $ 3,100,000 |
Commitments and Contingencies_2
Commitments and Contingencies - ROU Assets and Lease Liabilities (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Operating Lease | |
Operating lease ROU assets | $ 51,926 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Operating lease ROU assets |
Operating lease liabilities - current portion | $ 4,442 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Operating lease liabilities - non-current portion | $ 52,423 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Operating lease liabilities - non-current portion |
Total operating lease liabilities | $ 56,865 |
Finance Lease | |
Finance lease ROU assets | $ 352 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other Assets, Noncurrent |
Finance lease liabilities - current portion | $ 210 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Liabilities, Current |
Finance lease liabilities - non-current portion | $ 146 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other Liabilities, Noncurrent |
Total finance lease liabilities | $ 356 |
Commitments and Contingencies_3
Commitments and Contingencies - Lease cost (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Lease cost | ||
Operating lease cost | $ 2,268 | $ 4,098 |
Amortization of right-of-use assets | 53 | 106 |
Interest on lease liabilities | 4 | 9 |
Variable lease cost | 442 | 822 |
Total lease cost | 2,767 | 5,035 |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | 1,964 | 3,650 |
Operating cash flows from finance leases | 4 | 9 |
Financing cash flows from finance leases | 51 | 103 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 369 | 55,003 |
Right-of-use assets obtained in exchange for new finance lease liabilities | $ 457 | |
Weighted-average remaining lease term - operating leases | 7 years 8 months 12 days | 7 years 8 months 12 days |
Weighted-average remaining lease term - finance leases | 1 year 8 months 12 days | 1 year 8 months 12 days |
Weighted-average discount rate - operating leases | 5.90% | 5.90% |
Weighted-average discount rate - finance leases | 4.50% | 4.50% |
Commitments and Contingencies_4
Commitments and Contingencies - Maturity of lease liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Operating lease payments | |
2019 (remainder of year) | $ 3,650 |
2020 | 7,979 |
2021 | 8,673 |
2022 | 8,948 |
2023 | 9,999 |
2024 and thereafter | 32,755 |
Total lease payments | 72,004 |
Less imputed interest | (15,139) |
Total lease liabilities | 56,865 |
Finance lease payments | |
2019 (remainder of year) | 111 |
2020 | 221 |
2021 | 37 |
Total lease payments | 369 |
Less imputed interest | (13) |
Total lease liabilities | 356 |
Operating lease payments for options to extend lease terms that are reasonably certain of being exercised | $ 48,200 |
Stock-Based Compensation - (Sto
Stock-Based Compensation - (Stock Option Activity) (Details) - Stock Options $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Number of Shares | |
Options outstanding at the beginning of the period (in shares) | shares | 3,083 |
Options granted (in shares) | shares | 373 |
Options exercised (in shares) | shares | (547) |
Options forfeited (in shares) | shares | (32) |
Options expired (in shares) | shares | (1) |
Options outstanding at the end of the period (in shares) | shares | 2,876 |
Exercisable at the end of the period (in shares) | shares | 1,832 |
Vested and expected to vest at the end of the period (in shares) | shares | 2,799 |
Weighted-Average Exercise Price | |
Options outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 29.03 |
Options granted (in dollars per share) | $ / shares | 69.24 |
Options exercised (in dollars per share) | $ / shares | 24.94 |
Options forfeited (in dollars per share) | $ / shares | 41.80 |
Options expired (in dollars per share) | $ / shares | 17.18 |
Options outstanding at the end of the period (in dollars per share) | $ / shares | 34.89 |
Exercisable at the end of the period (in dollars per share) | $ / shares | 29.58 |
Vested and expected to vest at the end of the period (in dollars per share) | $ / shares | $ 34.49 |
Weighted-Average Remaining Contractual Life | |
Options outstanding at the end of the period | 6 years 9 months 18 days |
Exercisable at the end of the period | 5 years 8 months 12 days |
Vested and expected to vest at the end of the period | 6 years 8 months 12 days |
Aggregate Intrinsic Value | |
Options outstanding at the end of the period (in dollars) | $ | $ 71,275 |
Exercisable at the end of the period (in dollars) | $ | 52,371 |
Vested and expected to vest at the end of the period (in dollars) | $ | $ 70,139 |
Stock-Based Compensation - (RSU
Stock-Based Compensation - (RSU Activity) (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Weighted-Average Grant Date Fair Value | |
Shares withheld to cover taxes | 143,914 |
Restricted stock units | |
Number of Shares | |
Balance at the beginning of the period (in shares) | 843,000 |
Granted (in shares) | 297,000 |
Vested (in shares) | (385,000) |
Cancelled (in shares) | (39,000) |
Balance at the end of the period (in shares) | 716,000 |
Weighted-Average Grant Date Fair Value | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 31.70 |
Granted (in dollars per share) | $ / shares | 74.48 |
Vested (in dollars per share) | $ / shares | 30.11 |
Cancelled (in dollars per share) | $ / shares | 44.22 |
Balance at the end of the period (in dollars per share) | $ / shares | $ 49.61 |
Stock-Based Compensation - (R_2
Stock-Based Compensation - (RSU Directors' Fees) (Details) - Restricted stock units | 6 Months Ended |
Jun. 30, 2019USD ($)$ / sharesshares | |
Stock based compensation | |
Granted (in shares) | shares | 297,000 |
Granted (in dollars per share) | $ / shares | $ 74.48 |
Outside directors | |
Stock based compensation | |
Granted (in shares) | shares | 1,520 |
Fair value (in dollars) | $ | $ 100,000 |
Granted (in dollars per share) | $ / shares | $ 65.60 |
Stock-Based Compensation - (Emp
Stock-Based Compensation - (Employee Stock Purchase Plan) (Details) - Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2019USD ($)shares | |
Employee Stock Purchase Plan | |
Number of shares issued | shares | 71,054 |
Unrecognized compensation expense (in dollars) | $ | $ 804,000 |
Weighted-average period of recognition of unrecognized stock-based compensation expense | 5 months |
Stock-Based Compensation - (E_2
Stock-Based Compensation - (Employee Stock-Based Compensation Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Stock-Based Compensation | ||
Stock-based compensation expense (in dollars) | $ 6.5 | $ 12.8 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($)product | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)productsegment | Jun. 30, 2018USD ($) | |
Segment information | ||||
Number of business segments in which the entity operates | segment | 1 | |||
Number of products from which the majority of the entity's product revenues have been derived | product | 1 | 1 | ||
Total revenues | $ 114,140 | $ 95,619 | $ 222,909 | $ 188,244 |
United States | ||||
Segment information | ||||
Total revenues | 96,029 | 81,440 | 187,047 | 160,307 |
Outside of the United States | ||||
Segment information | ||||
Total revenues | $ 18,111 | $ 14,179 | $ 35,862 | $ 27,937 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Income Taxes | |||||
Income tax expense | $ 340,000 | $ 218,000 | $ 607,000 | $ 458,000 | |
Unrecognized tax benefits | $ 6,900,000 | $ 6,900,000 | $ 6,400,000 |
Restructuring (Details)
Restructuring (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | |
Restructuring | |||
Reduction of workforce (as a percent) | 10.00% | ||
Restructuring costs | $ 8,500,000 | $ 0 | $ 0 |
Non-cash asset impairments | 4,800,000 | $ 187,000 | $ 187,000 |
Employee separation charges | $ 3,700,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Jul. 28, 2019USD ($)$ / shares | Mar. 31, 2018 |
Percentage reduction of workforce (as a percent) | 10.00% | |
Subsequent Event | Forecast | ||
Conversion ratio, if measurement price is equal or greater than $120.75 | 0.36854 | |
Subsequent Event | Exact Sciences Corp [Member] | Forecast | ||
Conversion of shares, cash received per share | $ 27.50 | |
Volume-weighted average price, Number of trading days | 15 days | |
0.36854 conversion ratio, minimum measurement price | $ | $ 120,750 | |
Price used to calculate the measurement price | $ 44.50 | |
Measurement price, threshold, bottom of range | 98.79 | |
Measurement price, threshold, top of range | $ 120.75 | |
Conversion ratio, if measurement price is equal or less than $98.79 | 0.45043 | |
.45043 conversion ratio, maximum measurement price | $ 98.79 |