Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36156 | |
Entity Registrant Name | VERACYTE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5455398 | |
Entity Address, Address Line One | 6000 Shoreline Court | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | South San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
City Area Code | (650) | |
Local Phone Number | 243-6300 | |
Title of 12(b) Security | Common Stock, par value, $0.001 per share | |
Trading Symbol | VCYT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 71,752,896 | |
Entity Central Index Key | 0001384101 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 170,112,000 | $ 173,197,000 |
Short-term investments | 0 | 3,964,000 |
Accounts receivable | 40,068,000 | 41,461,000 |
Supplies and inventory | 13,798,000 | 11,225,000 |
Prepaid expenses and other current assets | 14,538,000 | 13,255,000 |
Total current assets | 238,516,000 | 243,102,000 |
Property and equipment, net | 17,237,000 | 15,098,000 |
Right-of-use assets, operating leases | 13,885,000 | 16,043,000 |
Intangible assets, net | 176,542,000 | 202,731,000 |
Goodwill | 676,885,000 | 707,904,000 |
Restricted cash | 749,000 | 749,000 |
Other assets | 2,143,000 | 2,198,000 |
Total assets | 1,125,957,000 | 1,187,825,000 |
Current liabilities: | ||
Accounts payable | 11,114,000 | 12,360,000 |
Accrued liabilities | 32,137,000 | 39,475,000 |
Current portion of long-term debt | 1,187,000 | 1,127,000 |
Current portion of deferred revenue | 3,863,000 | 4,646,000 |
Current portion of acquisition-related contingent consideration | 5,913,000 | 2,682,000 |
Current portion of operating lease liabilities | 3,958,000 | 3,630,000 |
Current portion of other liabilities | 180,000 | 231,000 |
Total current liabilities | 58,352,000 | 64,151,000 |
Deferred revenue, net of current portion | 0 | 343,000 |
Deferred tax liabilities | 4,342,000 | 5,592,000 |
Acquisition-related contingent consideration, net of current portion | 2,411,000 | 5,722,000 |
Operating lease liabilities, net of current portion | 11,527,000 | 14,096,000 |
Other liabilities | 1,148,000 | 1,407,000 |
Total liabilities | 77,780,000 | 91,311,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized, 71,741,517 and 71,123,108 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 72,000 | 71,000 |
Additional paid-in capital | 1,492,044,000 | 1,468,683,000 |
Accumulated deficit | (389,873,000) | (357,157,000) |
Accumulated other comprehensive loss | (54,066,000) | (15,083,000) |
Total stockholders’ equity | 1,048,177,000 | 1,096,514,000 |
Total liabilities and stockholders’ equity | $ 1,125,957,000 | $ 1,187,825,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 71,741,517 | 71,123,108 |
Common stock, shares outstanding (in shares) | 71,741,517 | 71,123,108 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue: | ||||
Total revenue | $ 75,592 | $ 60,370 | $ 216,239 | $ 152,178 |
Operating expenses: | ||||
Research and development | 10,773 | 8,006 | 29,316 | 19,591 |
Selling and marketing | 25,678 | 21,670 | 73,433 | 57,628 |
General and administrative | 17,600 | 20,749 | 58,310 | 82,504 |
Intangible asset amortization | 5,213 | 4,983 | 16,090 | 10,507 |
Total operating expenses | 85,272 | 77,051 | 251,900 | 221,748 |
Loss from operations | (9,680) | (16,681) | (35,661) | (69,570) |
Other income (loss), net | 805 | 1,202 | 2,675 | (762) |
Loss before income taxes | (8,875) | (15,479) | (32,986) | (70,332) |
Income tax benefit | (152) | (1,350) | (270) | (5,297) |
Net loss | $ (8,723) | $ (14,129) | $ (32,716) | $ (65,035) |
Net loss per common share, basic (in USD per share) | $ (0.12) | $ (0.20) | $ (0.46) | $ (0.97) |
Net loss per common share, diluted (in USD per share) | $ (0.12) | $ (0.20) | $ (0.46) | $ (0.97) |
Shares used to compute net loss per common share, basic (in shares) | 71,656,694 | 69,743,733 | 71,456,008 | 66,820,654 |
Shares used to compute net loss per common share, diluted (in shares) | 71,656,694 | 69,743,733 | 71,456,008 | 66,820,654 |
Testing revenue | ||||
Revenue: | ||||
Total revenue | $ 64,577 | $ 50,897 | $ 180,275 | $ 134,768 |
Operating expenses: | ||||
Cost of revenue | 19,816 | 16,073 | 55,923 | 42,494 |
Product revenue | ||||
Revenue: | ||||
Total revenue | 3,314 | 2,959 | 9,401 | 8,706 |
Operating expenses: | ||||
Cost of revenue | 1,981 | 1,491 | 5,202 | 4,304 |
Biopharmaceutical and other revenue | ||||
Revenue: | ||||
Total revenue | 7,701 | 6,514 | 26,563 | 8,704 |
Operating expenses: | ||||
Cost of revenue | $ 4,211 | $ 4,079 | $ 13,626 | $ 4,720 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (8,723) | $ (14,129) | $ (32,716) | $ (65,035) |
Other comprehensive loss: | ||||
Change in currency translation adjustments | (16,016) | (8,140) | (38,983) | (8,140) |
Net comprehensive loss | $ (24,739) | $ (22,269) | $ (71,699) | $ (73,175) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 58,201 | ||||
Balance at beginning of period at Dec. 31, 2020 | $ 421,232 | $ 58 | $ 702,768 | $ (281,594) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Sale of common stock in a public offering, net of offering costs (in shares) | 8,547 | ||||
Sale of common stock in a public offering, net of offering costs | 593,821 | $ 9 | 593,812 | ||
Issuance of common stock for acquisition (in shares) | 3,347 | ||||
Issuance of common stock for acquisition | 147,089 | $ 3 | 147,086 | ||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 856 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 8,280 | $ 1 | 8,279 | ||
Issuance of common stock under ESPP (in shares) | 81 | ||||
Issuance of common stock under ESPP | 2,353 | 2,353 | |||
Tax portion of vested restricted stock units | (8,307) | (8,307) | |||
Stock-based compensation expense (employee) | 14,687 | 14,687 | |||
Stock-based compensation expense (non-employee) | 45 | 45 | |||
Stock-based compensation expense (ESPP) | 1,055 | 1,055 | |||
Net loss | (65,035) | (65,035) | |||
Other comprehensive loss | (8,140) | (8,140) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 71,032 | ||||
Balance at end of period at Sep. 30, 2021 | 1,107,080 | $ 71 | 1,461,778 | (346,629) | (8,140) |
Balance at beginning of period (in shares) at Jun. 30, 2021 | 67,472 | ||||
Balance at beginning of period at Jun. 30, 2021 | 971,177 | $ 67 | 1,303,610 | (332,500) | 0 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock for acquisition (in shares) | 3,347 | ||||
Issuance of common stock for acquisition | 147,089 | $ 3 | 147,086 | ||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 181 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 2,844 | $ 1 | 2,843 | ||
Issuance of common stock under ESPP (in shares) | 32 | ||||
Issuance of common stock under ESPP | 1,195 | 1,195 | |||
Tax portion of vested restricted stock units | (824) | (824) | |||
Stock-based compensation expense (employee) | 7,359 | 7,359 | |||
Stock-based compensation expense (non-employee) | 15 | 15 | |||
Stock-based compensation expense (ESPP) | 494 | 494 | |||
Net loss | (14,129) | (14,129) | |||
Other comprehensive loss | (8,140) | (8,140) | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 71,032 | ||||
Balance at end of period at Sep. 30, 2021 | 1,107,080 | $ 71 | 1,461,778 | (346,629) | (8,140) |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 71,123 | ||||
Balance at beginning of period at Dec. 31, 2021 | 1,096,514 | $ 71 | 1,468,683 | (357,157) | (15,083) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 464 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 2,386 | $ 1 | 2,385 | ||
Issuance of common stock under ESPP (in shares) | 155 | ||||
Issuance of common stock under ESPP | 3,748 | 3,748 | |||
Tax portion of vested restricted stock units | (2,639) | (2,639) | |||
Stock-based compensation expense (employee) | 18,459 | 18,459 | |||
Stock-based compensation expense (non-employee) | 11 | 11 | |||
Stock-based compensation expense (ESPP) | 1,397 | 1,397 | |||
Net loss | (32,716) | (32,716) | |||
Other comprehensive loss | (38,983) | (38,983) | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 71,742 | ||||
Balance at end of period at Sep. 30, 2022 | 1,048,177 | $ 72 | 1,492,044 | (389,873) | (54,066) |
Balance at beginning of period (in shares) at Jun. 30, 2022 | 71,559 | ||||
Balance at beginning of period at Jun. 30, 2022 | 1,064,151 | $ 72 | 1,483,279 | (381,150) | (38,050) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 110 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 623 | 623 | |||
Issuance of common stock under ESPP (in shares) | 73 | ||||
Issuance of common stock under ESPP | 1,633 | 1,633 | |||
Tax portion of vested restricted stock units | (773) | (773) | |||
Stock-based compensation expense (employee) | 6,815 | 6,815 | |||
Stock-based compensation expense (ESPP) | 467 | 467 | |||
Net loss | (8,723) | (8,723) | |||
Other comprehensive loss | (16,016) | (16,016) | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 71,742 | ||||
Balance at end of period at Sep. 30, 2022 | $ 1,048,177 | $ 72 | $ 1,492,044 | $ (389,873) | $ (54,066) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Issuance costs | $ 38,677 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (32,716) | $ (65,035) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19,372 | 13,189 |
Loss on disposal of property and equipment | 72 | 0 |
Stock-based compensation | 19,867 | 15,787 |
Benefit from income taxes | (270) | (5,297) |
Interest on end-of-term debt obligation | 161 | 161 |
Noncash lease expense | 2,487 | 1,566 |
Revaluation of acquisition-related contingent consideration | (80) | 303 |
Effect of foreign currency on operations | 1,563 | 1,601 |
Impairment of intangible assets | 3,318 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (4,356) | (6,285) |
Supplies and inventory | (2,841) | 4 |
Prepaid expenses and other current assets | (25) | (1,905) |
Other assets | 160 | 353 |
Operating lease liabilities | (2,570) | (1,710) |
Accounts payable | (325) | 3,872 |
Accrued liabilities and deferred revenue | (6,026) | 3,329 |
Net cash used in operating activities | (2,209) | (40,067) |
Investing activities | ||
Acquisition of Decipher Biosciences, net of cash acquired | 0 | (574,411) |
Acquisition of HalioDx, net of cash acquired | 0 | (163,645) |
Purchase of short-term investments | (8,972) | 0 |
Proceeds from maturity of short-term investments | 12,696 | 0 |
Proceeds from sale of equity securities | 0 | 3,000 |
Purchases of property and equipment | (6,677) | (4,535) |
Net cash used in investing activities | (2,953) | (739,591) |
Financing activities | ||
Proceeds from the issuance of common stock in a public offering, net of issuance costs | 0 | 593,821 |
Payment of long-term debt | (94) | 0 |
Payment of taxes on vested restricted stock units | (2,639) | (8,307) |
Proceeds from the exercise of common stock options and employee stock purchases | 6,134 | 10,633 |
Net cash provided by financing activities | 3,401 | 596,147 |
Decrease in cash, cash equivalents and restricted cash | (1,761) | (183,511) |
Effect of foreign currency on cash, cash equivalents and restricted cash | (1,324) | (1,678) |
Net decrease in cash, cash equivalents and restricted cash | (3,085) | (185,189) |
Cash, cash equivalents and restricted cash at beginning of period | 173,946 | 349,967 |
Cash, cash equivalents and restricted cash at end of period | 170,861 | 164,778 |
Supplementary cash flow information: | ||
Purchases of property and equipment included in accounts payable and accrued liability | 15 | 31 |
Interest paid on debt | 0 | 9 |
Cash paid for tax | 430 | 0 |
Issuance of common stock for acquisition of HalioDx | 0 | 147,089 |
Cash and cash equivalents | 170,112 | |
Restricted cash | 749 | |
Total cash, cash equivalents and restricted cash | $ 170,861 | $ 164,778 |
Organization, Description of Bu
Organization, Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Summary of Significant Accounting Policies | Organization, Description of Business and Summary of Significant Accounting Policies Veracyte, Inc., or Veracyte, or the Company, is a global diagnostics company that improves patient care by answering important clinical questions to inform diagnosis and treatment decisions throughout the patient journey in cancer and other diseases. The Company’s menu of tests leverage advances in genomic science and machine learning technology to influence care for patients, enabling them to avoid unnecessary and potentially harmful procedures and interventions, and accelerate time to more appropriate treatment. In addition to making its tests available in the United States through its central laboratories, the Company believes its exclusive diagnostic access to the nCounter Analysis System positions the company to deliver tests to patients worldwide through laboratories and hospitals that can perform them locally. Veracyte was incorporated in the state of Delaware on August 15, 2006, as Calderome, Inc. Calderome operated as an incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. The Company’s headquarters are South San Francisco, California, and it also has operations in San Diego, California; Austin, Texas; Richmond, Virginia; and Marseille, France. It performs diagnostic testing in its Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories in South San Francisco, San Diego, Austin, and Richmond. Veracyte’s foundational approach for its tests begins with determining what clinical questions need to be answered in order to inform what happens next for the patient. The Company deploys rigorous science and technology to develop and validate its tests and collects extensive clinical utility data to demonstrate their ability to influence care. This approach has enabled the Company to obtain Medicare reimbursement for many of its commercially available tests. The Company positions its tests to integrate seamlessly into the way physicians currently evaluate patients, to facilitate adoption. Veracyte currently offers genomic tests, which it believes are changing patient care in thyroid cancer (Afirma); prostate and bladder cancers (Decipher); breast cancer (Prosigna); lung cancer (Percepta); and interstitial lung diseases, or ILD, including idiopathic pulmonary fibrosis, or IPF (Envisia). The Company’s commercially available tests in each of these indications are covered by Medicare. The Company performs its genomic tests for thyroid cancer, lung cancer and IPF in its CLIA-certified laboratory in South San Francisco, California, and its genomic tests for prostate and bladder cancer in its College of American Pathologists, or CAP, accredited and CLIA-certified laboratory in San Diego, California. In 2019, the Company acquired from NanoString Technologies, Inc. or NanoString, the exclusive global diagnostics license to the nCounter Analysis System and the Prosigna Breast Cancer Prognostic Gene Signature Assay, which is commercially available, along with the LymphMark lymphoma subtyping assay, which is in development for use as a companion diagnostic with Acerta Pharma’s and AstraZeneca’s Calquence. Both tests are designed for use on the nCounter Analysis System. The Prosigna test kits and associated products are sold to laboratories and hospitals globally. Veracyte’s scientific approach and capabilities in genomics and immuno-oncology also provide multiple opportunities for partnerships with biopharmaceutical and diagnostic companies. In developing and commercializing its products, the Company has built or gained access to unique data and sample biorepositories, as well as proprietary technology and bioinformatics that it believes are important to the development of new targeted therapies, determining clinical trial eligibility and guiding treatment selection. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders' equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 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, stockholders' equity and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited financial statements. The results for the three and nine months ended September 30, 2022 are not indicative of the results expected for the full year or any other period. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates in one segment. The accompanying interim period condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Reclassifications Certain prior period balances have been reclassified to conform to current period presentation of the Company’s condensed consolidated financial statements and accompanying notes. Such reclassifications have no effect on previously reported results of operations, accumulated deficit, subtotals of operating, investing or financing cash flows or consolidated balance sheet totals; however, for the period December 31, 2021, the Company reclassified $4.0 million of prepaid expenses and other current assets to short-term investments in the condensed consolidated balance sheets. Use of Estimates The preparation of unaudited interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; the useful lives of property and equipment; the recoverability of long-lived assets; the incremental borrowing rate for leases; accounting for acquisitions; the estimation of the fair value of intangible assets and contingent consideration; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; credit related losses on investments; and allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. Concentrations of Credit Risk and Other Risks and Uncertainties The worldwide spread of coronavirus, or COVID-19, has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have. As a result, the ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict. If the financial markets or the overall economy are impacted for an extended period, the Company’s liquidity, revenue, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing our estimates. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits in this institution may exceed the amount of insurance provided on such deposits. The Company has not realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts. Several of the components of the Company’s sample collection kits and test reagents, and the nCounter system and related diagnostic kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company’s requirements on a timely basis, the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Through September 30, 2022, most of the Company’s revenue has been derived from the sale of Decipher and Afirma testing. To date, Decipher and Afirma testing have been delivered primarily to physicians in the United States. The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the customer. The estimate of credit losses is not material at September 30, 2022. The Company’s third-party payers and other customers in excess of 10% of total revenue and their related revenue as a percentage of total revenue were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medicare 31 % 31 % 31 % 31 % UnitedHealthcare 10 % 9 % 10 % 10 % 41 % 40 % 41 % 41 % The Company’s third-party payers and other customers in excess of 10% of accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows at the following dates: September 30, 2022 December 31, 2021 Medicare 14 % 12 % UnitedHealthcare 10 % 9 % Cash and Cash Equivalents The Company considers demand deposits in a bank, money market funds and highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Short-Term Investments The Company's short-term investments consist of U.S. treasury securities and time deposits with a bank with maturities at the time of purchase that were between 90 days and one year. The Company classifies these investments as held-to-maturity debt securities, which are reported at amortized cost. Discounts or premiums from the purchase of the securities are recognized as a component of interest income in other income (loss), net in the condensed consolidated statements of operations. Investments are initially recorded net of an allowance for expected credit losses, if any, which are remeasured each period and any impairments are recognized as an expense. Unrealized gains and losses are not recognized in income. As of both September 30, 2022 and December 31, 2021, no allowances for expected credit losses had been recorded and there have been no impairment or credit losses on the Company's short term investments. Restricted Cash The Company had deposits of $0.7 million included in long-term assets as of both September 30, 2022 and December 31, 2021, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the Company's leases. Revenue Recognition The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers , or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer, and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer. In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time. Testing Revenue The Company bills for testing services at the time of test completion as defined by the delivery of test results. The Company recognizes revenue based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, the Company considers factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and the Company, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions. The Company has changed its revenue estimates due to actual and anticipated cash collections for tests delivered in prior quarters and recognized immaterial changes in revenue, loss from operations and basic and diluted net loss per share for the three and nine months ended September 30, 2022 and 2021. Product Revenue The Company's products consist of the Prosigna breast cancer assay, the nCounter Analysis System and related diagnostic kits. Product revenue from diagnostic kits is generally recognized upon shipment. Product revenue from instruments is generally recognized when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to governmental authorities. Biopharmaceutical and Other Revenue The Company enters into arrangements for biopharmaceutical research and development, commercialization, contract manufacturing and development, and testing services, which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses, biopharmaceutical research and development services, and/or commercialization services. The Company receives consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of service plus margin; and development and commercial performance milestone payments. The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted revenue or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if the obligation can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenue and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC Topic 808, Collaborative Arrangements , or ASC 808. These milestone payments are recognized in the same manner as milestone payments from customers and are classified under biopharmaceutical and other revenue. Accounts receivable from biopharmaceutical and other revenue was $7.7 million at September 30, 2022 and $11.6 million at December 31, 2021. There was $3.9 million and $5.0 million of deferred revenue related to these agreements at September 30, 2022 and December 31, 2021, respectively. Revenue included in biopharmaceutical and other revenue for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Biopharmaceutical revenue $ 6,368 $ 5,241 $ 20,820 $ 7,431 Contract manufacturing and testing 1,333 1,273 5,743 1,273 Total $ 7,701 $ 6,514 $ 26,563 $ 8,704 Cost of Testing Revenue The components of our cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test. Cost of Product Revenue Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third -party contract manufacturers, installation, service and packaging and delivery costs, and our internal labor expenses. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products. Cost of product revenue for instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product in the condensed consolidated statements of operations. Cost of Biopharmaceutical and Other Revenue Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the Company to perform biopharmaceutical research and development, commercialization, contract manufacturing and contract testing services on behalf of a customer. Pension Liability The Company offers a defined benefit pension plan Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. The following outstanding common stock equivalents have been excluded from diluted net loss per common share because their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares of common stock subject to outstanding options 4,043,274 3,668,179 3,902,116 3,817,351 Employee stock purchase plan 39,177 14,445 40,094 16,686 Restricted stock units 2,114,223 1,246,888 1,929,696 1,011,466 Total common stock equivalents 6,196,674 4,929,512 5,871,906 4,845,503 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Goodwill Goodwill was $676.9 million and $707.9 million as of September 30, 2022 and December 31, 2021, respectively. The changes in the carrying amounts of goodwill during the nine months ended September 30, 2022 were due to foreign currency translation and measurement period adjustments. The Company has not recorded any impairment related to goodwill. Intangible Assets, Net Intangible assets include finite-lived product technology, customer relationships, licenses and trade names and indefinite-lived in-process research and development. Intangible assets consisted of the following (in thousands of dollars): September 30, 2022 December 31, 2021 Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (8,000) $ 8,000 $ 16,000 $ (7,200) $ 8,800 7 Prosigna product technology 4,120 (778) 3,342 4,120 (572) 3,548 11 Prosigna customer relationships 2,430 (1,377) 1,053 2,430 (1,013) 1,417 1 nCounter Dx license 46,880 (8,855) 38,025 46,880 (6,511) 40,369 11 LymphMark product technology 990 (401) 589 990 (295) 695 4 Decipher product technology 90,000 (13,984) 76,016 90,000 (7,234) 82,766 8 Decipher trade names 4,000 (1,243) 2,757 4,000 (643) 3,357 3 HalioDx developed technology 36,367 (4,500) 31,867 45,640 (1,877) 43,763 9 HalioDx customer relationships 4,213 (861) 3,352 4,870 (352) 4,518 6 HalioDx customer backlog 5,976 (1,735) 4,241 6,908 (710) 6,198 2 Total finite-lived intangibles 210,976 (41,734) 169,242 221,838 (26,407) 195,431 8.9 In-process research and development 7,300 — 7,300 7,300 — 7,300 Total intangible assets $ 218,276 $ (41,734) $ 176,542 $ 229,138 $ (26,407) $ 202,731 During the three months ended June 30, 2022, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with management’s decision to cease commercialization efforts related to the Company’s stand-alone Immunoscore Colon Dx commercial offering. As a result, the Company reviewed the long-lived assets for impairment and recorded a $3.3 million impairment charge associated with its HalioDx Immunoscore Colon Dx developed technology finite-lived intangible asset. The impairment is recorded within general and administrative expense on the condensed consolidated statement of operations for the nine months ended September 30, 2022. The impairment was assessed under an income approach estimating forecasted discounted cash flows. This method is consistent with the methods the Company employed in prior periods to value other long-lived assets. Amortization of the finite-lived intangible assets is recognized on a straight-line basis. Amortization expense of $5.2 million and $5.0 million was recognized for the three months ended September 30, 2022 and 2021, respectively, and expense of $16.1 million and $10.5 million was recognized for the nine months ended September 30, 2022 and 2021, respectively. The estimated future aggregate amortization expense as of September 30, 2022 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 remainder of year $ 5,184 2023 20,735 2024 20,695 2025 19,635 2026 17,899 Thereafter 85,094 Total $ 169,242 Supplies and Inventory As of September 30, 2022 and December 31, 2021, supplies and inventory consisted of $10.5 million and $8.2 million, respectively, of lab supplies and reagents consumed in the performance of testing services, and $3.3 million and $3.0 million, respectively, of inventory related to raw materials consumed in contract manufacturing process as well as finished diagnostic kits sourced from third parties related to product sales. Accrued Liabilities Accrued liabilities consisted of the following (in thousands of dollars): September 30, 2022 December 31, 2021 Accrued compensation expenses $ 25,732 $ 30,792 Accrued other 6,405 8,683 Total accrued liabilities $ 32,137 $ 39,475 |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations HalioDx On August 2, 2021, the Company acquired 100% of the equity interests, or the HalioDx Acquisition, of HalioDx SAS and 100% of the equity interest of HalioDx Inc., historically a wholly-owned subsidiary of HalioDx SAS, collectively referred to as HalioDx. The HalioDx Acquisition gave the Company the capabilities and expertise to manufacture its own IVD test kits for use on the nCounter Analysis System. The acquisition also deepened the Company's scientific expertise and capabilities in the rapidly growing area of immuno-oncology, further strengthening its offerings for biopharmaceutical and other partners. The consideration to acquire HalioDx was $319.6 million, composed of $147.1 million in the form of 3.3 million shares of the Company’s common stock based on the Company's share price on the closing date, $4.2 million in liabilities, and the remainder in cash. The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands): Cash and cash equivalents $ 5,938 Accounts receivable 9,298 Supplies inventory 3,610 Prepaids and other current assets 7,045 Property and equipment, net 2,716 Right-of-use assets, financing lease 733 Right-of-use assets, operating lease 2,136 Intangible assets 60,303 Other assets 524 Total identifiable assets acquired 92,303 Accounts payable (2,645) Accrued liabilities (5,627) Current portion of financing lease liability (247) Current portion of operating lease liability (448) Long-term debt (1,171) Deferred revenue (3,250) Financing lease liability, net of current portion (488) Operating lease liability, net of current portion (1,687) Deferred tax liability (6,946) Net identifiable assets acquired 69,794 Goodwill 249,846 Total purchase price $ 319,640 Since the acquisition, the Company has recorded certain measurement period adjustments due to new information becoming available pertaining to the valuation of accounts payable and certain other assets. These adjustments were recorded as net increases to goodwill totaling $0.2 million and did not impact the condensed consolidated statements of operations. Decipher Biosciences On March 12, 2021, the Company acquired 100% of the equity interests of Decipher Biosciences, a privately-held company developing diagnostic tests in urologic cancers, for approximately $594.7 million, or the Decipher Acquisition. The following table summarizes the fair values of assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands): Cash and cash equivalents $ 19,782 Accounts receivable 7,562 Supplies inventory 1,641 Prepaids and other current assets 778 Property and equipment, net 1,737 Right-of-use assets, operating lease 7,601 Finite-lived intangible assets 94,000 Indefinite-lived intangible assets 7,300 Restricted cash 146 Other assets 3,075 Total identifiable assets acquired 143,622 Accounts payable (2,351) Accrued liabilities (4,322) Operating lease obligations (current) (1,241) Operating lease obligations, net of current portion (4,540) Deferred tax liability (4,740) Net identifiable assets acquired 126,428 Goodwill 468,266 Total purchase price $ 594,694 The measurement period concluded in March 2022, and no adjustments were recorded during the nine months ended September 30, 2022. Related Party Transactions Members of Veracyte's board of directors, Dr. Tina S. Nova, Ph.D. and Dr. Robert S. Epstein, M.D., M.S., served on the board of directors of Decipher Biosciences prior to the acquisition of Decipher Biosciences, with Dr. Nova additionally serving as President and Chief Executive Officer of Decipher Biosciences. Pursuant to Veracyte's related party transactions policy, Dr. Nova and Dr. Epstein recused themselves from all discussions of its board of directors related to the Decipher Acquisition, and the Decipher Acquisition was approved by each of the non-interested members of the board of directors. In connection with the Decipher Acquisition, certain Decipher Biosciences equity awards held by Dr. Nova and Dr. Epstein were fully-accelerated and certain incentive bonus payments were made to Dr. Nova pursuant to a management incentive plan established by the Decipher Biosciences board of directors, resulting in payments of approximately $26.5 million and $1.4 million to each of them, respectively. Dr. Nova resigned from Veracyte’s board of directors and now serves as Veracyte's President of its CLIA US Business. Dr. Epstein continues to serve on Veracyte’s board of directors. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain of its financial assets and liabilities at fair value. The accounting guidance for fair value provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities; • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The fair value of the Company’s financial assets includes money market funds and deposits for leases of the Company's facilities. Money market funds, included in cash and cash equivalents in the accompanying condensed consolidated balance sheets, were $108.7 million and $159.2 million as of September 30, 2022 and December 31, 2021, respectively, and are Level I assets as described above. The deposits for the leases, included in restricted cash, were $0.7 million as of both September 30, 2022 and December 31, 2021 and are a Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the three and nine months ended September 30, 2022 and 2021. On December 3, 2019, the Company acquired from NanoString the exclusive global diagnostics license to the nCounter Analysis System, the Prosigna breast cancer prognostic gene signature assay, and the LymphMark lymphoma subtyping assay. Pursuant to the terms of the agreement, Veracyte paid NanoString $40.0 million in cash and $10.0 million in Veracyte common stock, and may pay up to an additional $10.0 million in cash, contingent upon first achievement or occurrence, by or on behalf of Veracyte, of the commercial launch of the first, second and third diagnostic tests for use on the nCounter multiplex analysis system. This contingency was valued at $6.1 million as of the acquisition date and is remeasured to fair value at each reporting date until the contingent consideration is settled. As of September 30, 2022 and December 31, 2021, this contingency was remeasured to $8.3 million and $8.4 million, respectively, with the corresponding changes included in general and administrative expense in the Company's condensed consolidated statements of operations. For the three months ended September 30, 2022 and 2021, expenses of zero and $0.1 million, respectively, were recorded in general and administrative expense for the changes in carrying value. For the nine months ended September 30, 2022 and 2021, a reversal of expense of $0.1 million and an expense of $0.3 million, respectively, were recorded. As of September 30, 2022, the achievement of two of the milestones is forecasted to occur within the next 12 months. As a result, $5.9 million of the contingent consideration is included in short term liabilities at September 30, 2022. The fair value of the contingent consideration includes inputs that are not observable in the market and thus represents a Level III financial liability. The estimation of the fair value of the contingent consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related milestones would be achieved and estimating the Company's borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones and the borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of September 30, 2022 and December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input September 30, 2022 December 31, 2021 Discount rate 8.9% 5.9% Probability of achievement 80% - 100% (94%) 80% - 100% (94%) Short-Term Investments Held-to-Maturity The Company's short-term investments consist of time deposits with a bank with maturities at the time of purchase that were between 90 days and one year. The Company classifies these investments as held-to-maturity debt securities, which are reported at amortized cost, and are Level II assets as described above. As of September 30, 2022, the Company held no short-term investments and, as of December 31, 2021, short-term investments were recorded at amortized cost of $4.0 million and had a fair value of approximately $4.0 million. As of September 30, 2022 and December 31, 2021, gross unrealized losses on short-term investments were insignificant. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office and laboratory facilities in South San Francisco and San Diego, California, Austin, Texas, Marseille, France, and Richmond, Virginia, and leases certain equipment under various non-cancelable lease agreements. The lease terms extend to October 2030 and contain extension of lease terms and expansion options. The leases have a weighted average remaining lease term of 4.1 years as of September 30, 2022. The Company had deposits of $0.7 million included in long-term assets as of both September 30, 2022, and December 31, 2021 restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the leases. The Company determined its operating lease liabilities using payments through their current expiration dates and a weighted average discount rate of 6.4% based on the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment. Operating lease liabilities along with the associated right-of-use assets are disclosed in the accompanying condensed consolidated balance sheets. After the adoption of ASC 842, Leases , or ASC 842, the Company classified its deferred rent for tenant improvements with its operating lease right-of-use assets on the consolidated balance sheets. In connection with the acquisition of Decipher Biosciences, the Company identified certain off-market rate leases and has estimated an intangible asset of $1.8 million which is included in operating lease assets and will be amortized over the remaining lease term. Future minimum lease payments under non-cancelable operating leases as of September 30, 2022 are as follows (in thousands of dollars): Year Ending December 31, Amounts Remainder of 2022 $ 1,149 2023 4,654 2024 4,423 2025 4,474 2026 1,389 Thereafter 1,524 Total future minimum lease payments 17,613 Less: amount representing interest 2,128 Present value of future lease payments 15,485 Less: short-term lease liabilities 3,958 Long-term lease liabilities $ 11,527 The Company recognizes operating lease expense on a straight-line basis over the non-cancelable lease period. The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense $ 1,105 $ 982 $ 3,271 $ 2,460 Cash paid for amounts included in the measurement of lease liabilities $ 1,148 $ 1,011 $ 3,360 $ 2,518 The company has leased laboratory equipment under various financing leases. The total right-of-use assets and total financing lease liabilities for these financing leases were $0.4 million and $0.5 million, respectively, as of September 30, 2022, and are included in property and equipment, net other liabilities The Company’s wholly-owned foreign subsidiary has entered into an arrangement under which it expects to sign a lease agreement for facilities which will be constructed in Marseille, France. The lease will commence upon completion of the construction of the office building which the Company currently expects to occur in the fourth quarter of 2023 at which time the Company will record a lease liability and a corresponding ROU asset. The initial term of the lease will be twelve years with annual rent of approximately $1.4 million, which is subject to change based on final construction. Contingencies From time to time, the Company may be involved in legal proceedings 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 condensed consolidated financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company believes there are no legal proceedings pending that could have, either individually or in the aggregate, a material adverse effect on the Company’s condensed consolidated financial statements. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Loan and Security Agreement On November 3, 2017, the Company entered into a loan and security agreement, or Loan and Security Agreement, with Silicon Valley Bank. The Loan and Security Agreement allowed the Company to borrow up to $35.0 million, with a $25.0 million advance term loan, or Term Loan Advance, and a revolving line of credit of up to $10.0 million, or Revolving Line of Credit. The Company had not drawn on the Revolving Line of Credit as of September 30, 2022. Borrowings under the Loan and Security Agreement matured on October 1, 2022. Amounts were borrowed and repaid under the Revolving Line of Credit up until the earliest of full repayment or maturity of the Loan and Security Agreement, termination of the Loan and Security Agreement, or October 1, 2022. The Term Loan Advance bore interest at a variable rate equal to (i) the thirty-day U.S. London Interbank Offer Rate, or LIBOR, plus (ii) 4.20%, with a minimum rate of 5.43% per annum. Principal amounts outstanding under the Revolving Line of Credit bore interest at a variable rate equal to (i) LIBOR plus (ii) 3.50%, with a minimum rate of 4.70% per annum. A final payment on the Term Loan Advance in the amount of $1.2 million was due upon the earlier of the maturity date of the Term Loan Advance or its payment in full. The Loan and Security Agreement contained customary representations, warranties, and events of default, as well as affirmative and negative covenants. As of September 30, 2022, the Company was in compliance with the loan covenants. The Company’s obligations under the Loan and Security Agreement were secured by substantially all of its assets (excluding intellectual property), subject to certain customary exceptions. The debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars): September 30, 2022 December 31, 2021 Debt principal $ — $ — End-of-term debt obligation 1,187 1,026 Total debt obligation $ 1,187 $ 1,026 As of September 30, 2022, the principal balance outstanding was one dollar. In October 2022, the Loan and Security Agreement matured, and the outstanding principal and final payment, totaling $1.2 million, was repaid in full. The end-of-term debt obligation accreted over the term of the Loan and Security Agreement until maturity and is included in other income(loss), net in the Company's condensed consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company had reserved shares of common stock for issuance as follows: September 30, 2022 December 31, 2021 Stock options and restricted stock units issued and outstanding 6,502,656 4,892,164 Stock options and restricted stock units available for grant under stock option plans 5,189,164 4,418,364 Common stock available for the Employee Stock Purchase Plan 1,335,353 1,490,130 Total 13,027,173 10,800,658 |
Components of Other Income (Los
Components of Other Income (Loss) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Components of Other Income (Loss) | Components of Other Income (Loss) Other income (loss), net consists of the following (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 French research tax credits $ 962 $ 419 $ 2,790 $ 419 Interest income 573 27 824 46 Interest expense (61) (61) (193) (177) Loss on currency revaluation (597) 708 (673) (1,159) Other (72) 109 (73) 109 $ 805 $ 1,202 $ 2,675 $ (762) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax benefits of $0.2 million and $1.4 million for the three months ended September 30, 2022 and 2021, respectively, and $0.3 million and $5.3 million for the nine months ended September 30, 2022 and 2021, respectively. The income tax benefit for 2021 was primarily impacted by a discrete tax adjustment related to the release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities for the acquisition of Decipher Biosciences. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022, which, among other things, implements a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases and several tax incentives to promote clean energy. Based on its current analysis of the provisions, the Company does not believe this legislation will have a material impact on its consolidated financial statements. |
Organization, Description of _2
Organization, Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of September 30, 2022, the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2022 and 2021, the condensed consolidated statements of stockholders' equity for the three and nine months ended September 30, 2022 and 2021, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2022 and 2021 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, stockholders' equity and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2021 has been derived from audited financial statements. The results for the three and nine months ended September 30, 2022 are not indicative of the results expected for the full year or any other period. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company operates in one segment. The accompanying interim period condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Reclassifications | Reclassifications Certain prior period balances have been reclassified to conform to current period presentation of the Company’s condensed consolidated financial statements and accompanying notes. Such reclassifications have no effect on previously reported results of operations, accumulated deficit, subtotals of operating, investing or financing cash flows or consolidated balance sheet totals; however, for the period December 31, 2021, the Company reclassified $4.0 million of prepaid expenses and other current assets to short-term investments in the condensed consolidated balance sheets. |
Use of Estimates | Use of Estimates The preparation of unaudited interim financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; the useful lives of property and equipment; the recoverability of long-lived assets; the incremental borrowing rate for leases; accounting for acquisitions; the estimation of the fair value of intangible assets and contingent consideration; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; credit related losses on investments; and allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties The worldwide spread of coronavirus, or COVID-19, has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have. As a result, the ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and difficult to predict. If the financial markets or the overall economy are impacted for an extended period, the Company’s liquidity, revenue, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing our estimates. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits in this institution may exceed the amount of insurance provided on such deposits. The Company has not realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts. Several of the components of the Company’s sample collection kits and test reagents, and the nCounter system and related diagnostic kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company’s requirements on a timely basis, the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Through September 30, 2022, most of the Company’s revenue has been derived from the sale of Decipher and Afirma testing. To date, Decipher and Afirma testing have been delivered primarily to physicians in the United States. The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Short-Term Investments | Short-Term Investments |
Revenue Recognition and Cost of Revenue | Revenue Recognition The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers , or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer, and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer. In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time. Testing Revenue The Company bills for testing services at the time of test completion as defined by the delivery of test results. The Company recognizes revenue based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, the Company considers factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and the Company, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions. The Company has changed its revenue estimates due to actual and anticipated cash collections for tests delivered in prior quarters and recognized immaterial changes in revenue, loss from operations and basic and diluted net loss per share for the three and nine months ended September 30, 2022 and 2021. Product Revenue The Company's products consist of the Prosigna breast cancer assay, the nCounter Analysis System and related diagnostic kits. Product revenue from diagnostic kits is generally recognized upon shipment. Product revenue from instruments is generally recognized when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to governmental authorities. Biopharmaceutical and Other Revenue The Company enters into arrangements for biopharmaceutical research and development, commercialization, contract manufacturing and development, and testing services, which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses, biopharmaceutical research and development services, and/or commercialization services. The Company receives consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of service plus margin; and development and commercial performance milestone payments. The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted revenue or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if the obligation can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenue and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC Topic 808, Collaborative Arrangements , or ASC 808. These milestone payments are recognized in the same manner as milestone payments from customers and are classified under biopharmaceutical and other revenue. Accounts receivable from biopharmaceutical and other revenue was $7.7 million at September 30, 2022 and $11.6 million at December 31, 2021. There was $3.9 million and $5.0 million of deferred revenue related to these agreements at September 30, 2022 and December 31, 2021, respectively. Revenue included in biopharmaceutical and other revenue for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Biopharmaceutical revenue $ 6,368 $ 5,241 $ 20,820 $ 7,431 Contract manufacturing and testing 1,333 1,273 5,743 1,273 Total $ 7,701 $ 6,514 $ 26,563 $ 8,704 Cost of Testing Revenue The components of our cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test. Cost of Product Revenue Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third -party contract manufacturers, installation, service and packaging and delivery costs, and our internal labor expenses. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products. Cost of product revenue for instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product in the condensed consolidated statements of operations. Cost of Biopharmaceutical and Other Revenue |
Pension Liability | Pension LiabilityThe Company offers a defined benefit pension plan |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The |
Organization , Description of B
Organization , Description of Business and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Third-party Payers as a Percentage of Total | The Company’s third-party payers and other customers in excess of 10% of total revenue and their related revenue as a percentage of total revenue were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Medicare 31 % 31 % 31 % 31 % UnitedHealthcare 10 % 9 % 10 % 10 % 41 % 40 % 41 % 41 % The Company’s third-party payers and other customers in excess of 10% of accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows at the following dates: September 30, 2022 December 31, 2021 Medicare 14 % 12 % UnitedHealthcare 10 % 9 % |
Schedule of Revenue | Revenue included in biopharmaceutical and other revenue for the three and nine months ended September 30, 2022 and 2021 was as follows (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Biopharmaceutical revenue $ 6,368 $ 5,241 $ 20,820 $ 7,431 Contract manufacturing and testing 1,333 1,273 5,743 1,273 Total $ 7,701 $ 6,514 $ 26,563 $ 8,704 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Common Stock Equivalents Excluded From Diluted Net Loss Per Common Share | The following outstanding common stock equivalents have been excluded from diluted net loss per common share because their inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Shares of common stock subject to outstanding options 4,043,274 3,668,179 3,902,116 3,817,351 Employee stock purchase plan 39,177 14,445 40,094 16,686 Restricted stock units 2,114,223 1,246,888 1,929,696 1,011,466 Total common stock equivalents 6,196,674 4,929,512 5,871,906 4,845,503 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands of dollars): September 30, 2022 December 31, 2021 Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (8,000) $ 8,000 $ 16,000 $ (7,200) $ 8,800 7 Prosigna product technology 4,120 (778) 3,342 4,120 (572) 3,548 11 Prosigna customer relationships 2,430 (1,377) 1,053 2,430 (1,013) 1,417 1 nCounter Dx license 46,880 (8,855) 38,025 46,880 (6,511) 40,369 11 LymphMark product technology 990 (401) 589 990 (295) 695 4 Decipher product technology 90,000 (13,984) 76,016 90,000 (7,234) 82,766 8 Decipher trade names 4,000 (1,243) 2,757 4,000 (643) 3,357 3 HalioDx developed technology 36,367 (4,500) 31,867 45,640 (1,877) 43,763 9 HalioDx customer relationships 4,213 (861) 3,352 4,870 (352) 4,518 6 HalioDx customer backlog 5,976 (1,735) 4,241 6,908 (710) 6,198 2 Total finite-lived intangibles 210,976 (41,734) 169,242 221,838 (26,407) 195,431 8.9 In-process research and development 7,300 — 7,300 7,300 — 7,300 Total intangible assets $ 218,276 $ (41,734) $ 176,542 $ 229,138 $ (26,407) $ 202,731 |
Schedule of Future Aggregate Amortization Expense | The estimated future aggregate amortization expense as of September 30, 2022 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 remainder of year $ 5,184 2023 20,735 2024 20,695 2025 19,635 2026 17,899 Thereafter 85,094 Total $ 169,242 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands of dollars): September 30, 2022 December 31, 2021 Accrued compensation expenses $ 25,732 $ 30,792 Accrued other 6,405 8,683 Total accrued liabilities $ 32,137 $ 39,475 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands): Cash and cash equivalents $ 5,938 Accounts receivable 9,298 Supplies inventory 3,610 Prepaids and other current assets 7,045 Property and equipment, net 2,716 Right-of-use assets, financing lease 733 Right-of-use assets, operating lease 2,136 Intangible assets 60,303 Other assets 524 Total identifiable assets acquired 92,303 Accounts payable (2,645) Accrued liabilities (5,627) Current portion of financing lease liability (247) Current portion of operating lease liability (448) Long-term debt (1,171) Deferred revenue (3,250) Financing lease liability, net of current portion (488) Operating lease liability, net of current portion (1,687) Deferred tax liability (6,946) Net identifiable assets acquired 69,794 Goodwill 249,846 Total purchase price $ 319,640 The following table summarizes the fair values of assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands): Cash and cash equivalents $ 19,782 Accounts receivable 7,562 Supplies inventory 1,641 Prepaids and other current assets 778 Property and equipment, net 1,737 Right-of-use assets, operating lease 7,601 Finite-lived intangible assets 94,000 Indefinite-lived intangible assets 7,300 Restricted cash 146 Other assets 3,075 Total identifiable assets acquired 143,622 Accounts payable (2,351) Accrued liabilities (4,322) Operating lease obligations (current) (1,241) Operating lease obligations, net of current portion (4,540) Deferred tax liability (4,740) Net identifiable assets acquired 126,428 Goodwill 468,266 Total purchase price $ 594,694 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | As of September 30, 2022 and December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input September 30, 2022 December 31, 2021 Discount rate 8.9% 5.9% Probability of achievement 80% - 100% (94%) 80% - 100% (94%) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of September 30, 2022 are as follows (in thousands of dollars): Year Ending December 31, Amounts Remainder of 2022 $ 1,149 2023 4,654 2024 4,423 2025 4,474 2026 1,389 Thereafter 1,524 Total future minimum lease payments 17,613 Less: amount representing interest 2,128 Present value of future lease payments 15,485 Less: short-term lease liabilities 3,958 Long-term lease liabilities $ 11,527 |
Schedule of Operating Lease Expense and Measurement Of Lease Liabilities | The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Operating lease expense $ 1,105 $ 982 $ 3,271 $ 2,460 Cash paid for amounts included in the measurement of lease liabilities $ 1,148 $ 1,011 $ 3,360 $ 2,518 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Debt Obligation | The debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars): September 30, 2022 December 31, 2021 Debt principal $ — $ — End-of-term debt obligation 1,187 1,026 Total debt obligation $ 1,187 $ 1,026 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of common stock for issuance as follows: September 30, 2022 December 31, 2021 Stock options and restricted stock units issued and outstanding 6,502,656 4,892,164 Stock options and restricted stock units available for grant under stock option plans 5,189,164 4,418,364 Common stock available for the Employee Stock Purchase Plan 1,335,353 1,490,130 Total 13,027,173 10,800,658 |
Components of Other Income (L_2
Components of Other Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Loss), net | Other income (loss), net consists of the following (in thousands of dollars): Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 French research tax credits $ 962 $ 419 $ 2,790 $ 419 Interest income 573 27 824 46 Interest expense (61) (61) (193) (177) Loss on currency revaluation (597) 708 (673) (1,159) Other (72) 109 (73) 109 $ 805 $ 1,202 $ 2,675 $ (762) |
Organization, Description of _3
Organization, Description of Business and Summary of Significant Accounting Policies - Narrative (Details) | 9 Months Ended | |
Sep. 30, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | |
Class of Stock [Line Items] | ||
Number of operating segments | segment | 1 | |
Prepaid expenses and other current assets | $ (14,538,000) | $ (13,255,000) |
Short-term investments | 0 | 3,964,000 |
Short-term investments, allowance for expected credit losses | 0 | 0 |
Long term deposit | 749,000 | 749,000 |
Accounts receivable | 40,068,000 | 41,461,000 |
Pension obligation | $ 900,000 | 1,100,000 |
Defined Benefit Plan, Type [Extensible List] | Pension Plan [Member] | |
Biopharmaceutical and other revenue | ||
Class of Stock [Line Items] | ||
Accounts receivable | $ 7,700,000 | 11,600,000 |
Deferred revenue | $ 3,900,000 | 5,000,000 |
Revision of Prior Period, Reclassification, Adjustment | ||
Class of Stock [Line Items] | ||
Prepaid expenses and other current assets | 4,000,000 | |
Short-term investments | $ 4,000,000 |
Organization, Description of _4
Organization, Description of Business and Summary of Significant Accounting Policies - Schedule of Third-party Payers And Other Customers (Details) - Customer concentration risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue | Medicare | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk | 31% | 31% | 31% | 31% | |
Revenue | UnitedHealthcare | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk | 10% | 9% | 10% | 10% | |
Revenue | Customers Representing >10% Of Total Revenue | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk | 41% | 40% | 41% | 41% | |
Accounts receivable | Medicare | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk | 14% | 12% | |||
Accounts receivable | UnitedHealthcare | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk | 10% | 9% |
Organization, Description of _5
Organization, Description of Business and Summary of Significant Accounting Policies - Schedule of Biopharmaceutical and Other Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 75,592 | $ 60,370 | $ 216,239 | $ 152,178 |
Biopharmaceutical revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 6,368 | 5,241 | 20,820 | 7,431 |
Contract manufacturing and testing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,333 | 1,273 | 5,743 | 1,273 |
Biopharmaceutical and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 7,701 | $ 6,514 | $ 26,563 | $ 8,704 |
Net Loss Per Common Share (Deta
Net Loss Per Common Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Outstanding shares of common stock equivalents that have been excluded from diluted net loss per common share | ||||
Shares of common stock subject to outstanding options (in shares) | 6,196,674 | 4,929,512 | 5,871,906 | 4,845,503 |
Shares of common stock subject to outstanding options | ||||
Outstanding shares of common stock equivalents that have been excluded from diluted net loss per common share | ||||
Shares of common stock subject to outstanding options (in shares) | 4,043,274 | 3,668,179 | 3,902,116 | 3,817,351 |
Employee stock purchase plan | ||||
Outstanding shares of common stock equivalents that have been excluded from diluted net loss per common share | ||||
Shares of common stock subject to outstanding options (in shares) | 39,177 | 14,445 | 40,094 | 16,686 |
Restricted stock units | ||||
Outstanding shares of common stock equivalents that have been excluded from diluted net loss per common share | ||||
Shares of common stock subject to outstanding options (in shares) | 2,114,223 | 1,246,888 | 1,929,696 | 1,011,466 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 676,885 | $ 676,885 | $ 707,904 | ||
Impairment of intangible assets | 3,318 | $ 0 | |||
Intangible asset amortization | 5,213 | $ 4,983 | 16,090 | $ 10,507 | |
Lab supplies and reagents consumed | 10,500 | 10,500 | 8,200 | ||
Raw materials and finished diagnostic kits | $ 3,300 | 3,300 | $ 3,000 | ||
HalioDx developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 3,300 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 210,976 | $ 221,838 |
Accumulated Amortization | (41,734) | (26,407) |
Total | 169,242 | 195,431 |
Indefinite-lived intangible assets | 7,300 | 7,300 |
Total intangible assets | 218,276 | 229,138 |
Intangible assets, net | $ 176,542 | 202,731 |
Weighted Average Remaining Amortization Period (Years) | 8 years 10 months 24 days | |
Percepta product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,000 | 16,000 |
Accumulated Amortization | (8,000) | (7,200) |
Total | $ 8,000 | 8,800 |
Weighted Average Remaining Amortization Period (Years) | 7 years | |
Prosigna product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,120 | 4,120 |
Accumulated Amortization | (778) | (572) |
Total | $ 3,342 | 3,548 |
Weighted Average Remaining Amortization Period (Years) | 11 years | |
Prosigna customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,430 | 2,430 |
Accumulated Amortization | (1,377) | (1,013) |
Total | $ 1,053 | 1,417 |
Weighted Average Remaining Amortization Period (Years) | 1 year | |
nCounter Dx license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,880 | 46,880 |
Accumulated Amortization | (8,855) | (6,511) |
Total | $ 38,025 | 40,369 |
Weighted Average Remaining Amortization Period (Years) | 11 years | |
LymphMark product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 990 | 990 |
Accumulated Amortization | (401) | (295) |
Total | $ 589 | 695 |
Weighted Average Remaining Amortization Period (Years) | 4 years | |
Decipher product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 90,000 | 90,000 |
Accumulated Amortization | (13,984) | (7,234) |
Total | $ 76,016 | 82,766 |
Weighted Average Remaining Amortization Period (Years) | 8 years | |
Decipher trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,000 | 4,000 |
Accumulated Amortization | (1,243) | (643) |
Total | $ 2,757 | 3,357 |
Weighted Average Remaining Amortization Period (Years) | 3 years | |
HalioDx developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 36,367 | 45,640 |
Accumulated Amortization | (4,500) | (1,877) |
Total | $ 31,867 | 43,763 |
Weighted Average Remaining Amortization Period (Years) | 9 years | |
HalioDx customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,213 | 4,870 |
Accumulated Amortization | (861) | (352) |
Total | $ 3,352 | 4,518 |
Weighted Average Remaining Amortization Period (Years) | 6 years | |
HalioDx customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,976 | 6,908 |
Accumulated Amortization | (1,735) | (710) |
Total | $ 4,241 | $ 6,198 |
Weighted Average Remaining Amortization Period (Years) | 2 years |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
2022 remainder of year | $ 5,184 | |
2023 | 20,735 | |
2024 | 20,695 | |
2025 | 19,635 | |
2026 | 17,899 | |
Thereafter | 85,094 | |
Total | $ 169,242 | $ 195,431 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation expenses | $ 25,732 | $ 30,792 |
Accrued other | 6,405 | 8,683 |
Total accrued liabilities | $ 32,137 | $ 39,475 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 14 Months Ended | ||
Aug. 02, 2021 | Mar. 12, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | |
HalioDx SAS | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired | 100% | |||
HalioDx Inc. | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired | 100% | |||
HalioDx | ||||
Business Acquisition [Line Items] | ||||
Considerations paid in acquisition | $ 319.6 | |||
Value of shares transferred in acquisition | $ 147.1 | |||
Shares transferred in acquisition (in shares) | 3.3 | |||
Incurred liabilities in acquisition | $ 4.2 | |||
Measurement period adjustments, increase to goodwill | $ 0.2 | |||
Decipher Biosciences | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired | 100% | |||
Considerations paid in acquisition | $ 594.7 | |||
Decipher Biosciences | Dr. Tina S. Nova, Ph.D. | ||||
Business Acquisition [Line Items] | ||||
Payments to board of directors members | $ 26.5 | |||
Decipher Biosciences | Dr. Robert S. Epstein, M.D., M.S. | ||||
Business Acquisition [Line Items] | ||||
Payments to board of directors members | $ 1.4 |
Business Combinations - Fair Va
Business Combinations - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Aug. 02, 2021 | Mar. 12, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 676,885 | $ 707,904 | ||
HalioDx | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 5,938 | |||
Accounts receivable | 9,298 | |||
Supplies inventory | 3,610 | |||
Prepaids and other current assets | 7,045 | |||
Property and equipment, net | 2,716 | |||
Right-of-use assets, financing lease | 733 | |||
Right-of-use assets, operating lease | 2,136 | |||
Finite-lived intangible assets | 60,303 | |||
Other assets | 524 | |||
Total identifiable assets acquired | 92,303 | |||
Accounts payable | (2,645) | |||
Accrued liabilities | (5,627) | |||
Current portion of financing lease liability | (247) | |||
Current portion of operating lease liability | (448) | |||
Long-term debt | (1,171) | |||
Deferred revenue | (3,250) | |||
Financing lease liability, net of current portion | (488) | |||
Operating lease liability, net of current portion | (1,687) | |||
Deferred tax liability | (6,946) | |||
Net identifiable assets acquired | 69,794 | |||
Goodwill | 249,846 | |||
Total purchase price | $ 319,640 | |||
Decipher Biosciences | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 19,782 | |||
Accounts receivable | 7,562 | |||
Supplies inventory | 1,641 | |||
Prepaids and other current assets | 778 | |||
Property and equipment, net | 1,737 | |||
Right-of-use assets, operating lease | 7,601 | |||
Finite-lived intangible assets | 94,000 | |||
Indefinite-lived intangible assets | 7,300 | |||
Restricted cash | 146 | |||
Other assets | 3,075 | |||
Total identifiable assets acquired | 143,622 | |||
Accounts payable | (2,351) | |||
Accrued liabilities | (4,322) | |||
Current portion of operating lease liability | (1,241) | |||
Operating lease liability, net of current portion | (4,540) | |||
Deferred tax liability | (4,740) | |||
Net identifiable assets acquired | 126,428 | |||
Goodwill | 468,266 | |||
Total purchase price | $ 594,694 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 03, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Acquisition-related contingent consideration, net of current portion | $ 2,411,000 | $ 2,411,000 | $ 5,722,000 | |||
Short term contingent considerations | 5,913,000 | 5,913,000 | 2,682,000 | |||
Short-term investments | 0 | 0 | 3,964,000 | |||
Short-term investments, fair value | 4,000,000 | |||||
NanoString | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash paid in acquisition | $ 40,000,000 | |||||
Additional cash to be paid | 10,000,000 | |||||
Acquisition-related contingent consideration, net of current portion | 6,100,000 | 8,300,000 | 8,300,000 | 8,400,000 | ||
Contingent consideration, changes in fair value | 0 | $ 100,000 | (100,000) | $ 300,000 | ||
Short term contingent considerations | 5,900,000 | 5,900,000 | ||||
NanoString | Common Stock | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Value of shares issued in acquisition | $ 10,000,000 | |||||
Headquarters And Laboratory Facilities South San Francisco | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Security deposit | 700,000 | 700,000 | 700,000 | |||
Money Market Funds | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash and cash equivalents | $ 108,700,000 | $ 108,700,000 | $ 159,200,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Input (Details) | Sep. 30, 2022 | Dec. 31, 2021 |
Discount rate | ||
Measurement input | 0.089 | 0.059 |
Probability of achievement | Minimum | ||
Measurement input | 0.80 | 0.80 |
Probability of achievement | Maximum | ||
Measurement input | 1 | 1 |
Probability of achievement | Weighted Average | ||
Measurement input | 0.94 | 0.94 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Mar. 12, 2021 |
Operating Leases | |||
Discount rate | 6.40% | ||
Finance right-of-use assets | $ 400 | $ 700 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net | |
Finance lease liabilities | $ 500 | $ 600 | |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities | |
Decipher Biosciences | |||
Operating Leases | |||
Right-of-use assets, operating lease | $ 7,601 | ||
Decipher Biosciences | Off-Market Favorable Lease | |||
Operating Leases | |||
Right-of-use assets, operating lease | $ 1,800 | ||
Headquarters And Laboratory Facilities South San Francisco and San Diego, California, Austin, Texas, Marseille, France and Richmond, Virginia | |||
Operating Leases | |||
Weighted average remaining lease term | 4 years 1 month 6 days | ||
Facilities in Marseille, France | |||
Operating Leases | |||
Term of lease | 12 years | ||
Annual rent | $ 1,400 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 1,149 | |
2023 | 4,654 | |
2024 | 4,423 | |
2025 | 4,474 | |
2026 | 1,389 | |
Thereafter | 1,524 | |
Total future minimum lease payments | 17,613 | |
Less: amount representing interest | 2,128 | |
Present value of future lease payments | 15,485 | |
Less: short-term lease liabilities | 3,958 | $ 3,630 |
Long-term lease liabilities | $ 11,527 | $ 14,096 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 1,105 | $ 982 | $ 3,271 | $ 2,460 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,148 | $ 1,011 | $ 3,360 | $ 2,518 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Silicon Valley Bank - USD ($) | 1 Months Ended | |||
Nov. 03, 2017 | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Line of credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||
Long-term debt balance outstanding | $ 1,187,000 | $ 1,026,000 | ||
Line of credit | Subsequent Event | ||||
Line of Credit Facility [Line Items] | ||||
Debt repayment | $ 1,200,000 | |||
Line of credit | Secured Debt | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | |||
Periodic payment terms, balloon payment to be paid | $ 1,200,000 | |||
Line of credit | Secured Debt | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 4.20% | |||
Line of credit | Secured Debt | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, stated percentage | 5.43% | |||
Line of credit | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Line of credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rate | 3.50% | |||
Line of credit | Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Interest rate, stated percentage | 4.70% | |||
Term Loan Advance | ||||
Line of Credit Facility [Line Items] | ||||
Long-term debt balance outstanding | $ 1 |
Debt - Schedule of Loan and Sec
Debt - Schedule of Loan and Security Agreement (Details) - Line of credit - Silicon Valley Bank - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Debt principal | $ 0 | $ 0 |
End-of-term debt obligation | 1,187 | 1,026 |
Total debt obligation | $ 1,187 | $ 1,026 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Total number of shares reserved for issuance (in shares) | 13,027,173 | 10,800,658 |
Shares of common stock subject to outstanding options | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 6,502,656 | 4,892,164 |
Shares available for issuance (in shares) | 5,189,164 | 4,418,364 |
Employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Shares available for issuance (in shares) | 1,335,353 | 1,490,130 |
Components of Other Income (L_3
Components of Other Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | ||||
French research tax credits | $ 962 | $ 419 | $ 2,790 | $ 419 |
Interest income | 573 | 27 | 824 | 46 |
Interest expense | (61) | (61) | (193) | (177) |
Loss on currency revaluation | (597) | 708 | (673) | (1,159) |
Other | (72) | 109 | (73) | 109 |
Other income (loss), net | $ 805 | $ 1,202 | $ 2,675 | $ (762) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax benefit | $ (152) | $ (1,350) | $ (270) | $ (5,297) |