Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.001 per share | |
Trading Symbol | VCYT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 76,812,124 | |
Entity Central Index Key | 0001384101 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 235,915 | $ 216,454 |
Accounts receivable | 50,304 | 40,378 |
Total supplies and inventory | 19,258 | 16,128 |
Prepaid expenses and other current assets | 15,629 | 12,661 |
Total current assets | 321,106 | 285,621 |
Property, plant and equipment, net | 22,291 | 20,584 |
Right-of-use assets, operating leases | 18,116 | 10,277 |
Intangible assets, net | 112,532 | 88,593 |
Goodwill | 752,107 | 702,984 |
Restricted cash | 1,088 | 876 |
Other assets | 7,087 | 5,971 |
Total assets | 1,234,327 | 1,114,906 |
Current liabilities: | ||
Accounts payable | 12,084 | 12,943 |
Accrued liabilities | 43,455 | 38,427 |
Current portion of deferred revenue | 2,195 | 2,008 |
Current portion of acquisition-related contingent consideration | 7,348 | 2,657 |
Current portion of operating lease liabilities | 7,185 | 5,105 |
Current portion of other liabilities | 72 | 101 |
Total current liabilities | 72,339 | 61,241 |
Deferred tax liabilities | 1,483 | 734 |
Acquisition-related contingent consideration, net of current portion | 13,889 | 518 |
Operating lease liabilities, net of current portion | 13,553 | 7,525 |
Other liabilities | 540 | 786 |
Total liabilities | 101,804 | 70,804 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized, 76,743,663 and 73,264,738 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively | 77 | 73 |
Additional paid-in capital | 1,627,307 | 1,536,168 |
Accumulated deficit | (464,251) | (468,121) |
Accumulated other comprehensive loss | (30,610) | (24,018) |
Total stockholders’ equity | 1,132,523 | 1,044,102 |
Total liabilities and stockholders’ equity | $ 1,234,327 | $ 1,114,906 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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) | 76,743,663 | 73,264,738 |
Common stock, shares outstanding (in shares) | 76,743,663 | 73,264,738 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Total revenue | $ 114,428 | $ 90,322 | $ 211,272 | $ 172,744 |
Cost of revenue: | ||||
Intangible asset amortization - cost of revenue | 2,909 | 4,814 | 5,824 | 9,618 |
Total cost of revenue | 36,515 | 34,502 | 70,891 | 65,535 |
Gross profit | 77,913 | 55,820 | 140,381 | 107,209 |
Operating expenses: | ||||
Research and development | 16,465 | 12,541 | 32,430 | 25,310 |
Selling and marketing | 24,216 | 25,756 | 47,998 | 51,886 |
General and administrative | 31,745 | 25,047 | 57,955 | 46,100 |
Impairment of long-lived assets | 0 | 0 | 429 | 1,410 |
Total operating expenses | 73,307 | 63,871 | 140,431 | 125,758 |
Income (loss) from operations | 4,606 | (8,051) | (50) | (18,549) |
Other income (loss), net | 2,755 | (226) | 5,503 | 2,181 |
Income (loss) before income taxes | 7,361 | (8,277) | 5,453 | (16,368) |
Income tax provision | 1,627 | 125 | 1,583 | 125 |
Net income (loss) | $ 5,734 | $ (8,402) | $ 3,870 | $ (16,493) |
Earnings (loss) per share: | ||||
Basic (in USD per share) | $ 0.07 | $ (0.12) | $ 0.05 | $ (0.23) |
Diluted (in USD per share) | $ 0.07 | $ (0.12) | $ 0.05 | $ (0.23) |
Shares used to compute earnings (loss) per common share: | ||||
Basic (in shares) | 76,538,325 | 72,478,662 | 75,649,057 | 72,327,897 |
Diluted (in shares) | 77,163,149 | 72,478,662 | 76,600,079 | 72,327,897 |
Testing revenue | ||||
Revenue: | ||||
Total revenue | $ 106,970 | $ 81,749 | $ 197,273 | $ 154,145 |
Cost of revenue: | ||||
Cost of revenue | 27,920 | 23,333 | 53,899 | 42,981 |
Product revenue | ||||
Revenue: | ||||
Total revenue | 3,906 | 4,011 | 7,443 | 7,903 |
Cost of revenue: | ||||
Cost of revenue | 1,874 | 2,315 | 4,518 | 4,477 |
Biopharmaceutical and other revenue | ||||
Revenue: | ||||
Total revenue | 3,552 | 4,562 | 6,556 | 10,696 |
Cost of revenue: | ||||
Cost of revenue | 3,812 | 4,040 | 6,650 | 8,459 |
Intangible Asset Amortization | ||||
Operating expenses: | ||||
Intangible asset amortization - operating expenses | $ 881 | $ 527 | $ 1,619 | $ 1,052 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 5,734 | $ (8,402) | $ 3,870 | $ (16,493) |
Other comprehensive income (loss): | ||||
Change in currency translation adjustments | (1,703) | (917) | (6,592) | 3,563 |
Net comprehensive income (loss) | $ 4,031 | $ (9,319) | $ (2,722) | $ (12,930) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ 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, 2022 | 71,959,000 | ||||
Balance at beginning of period at Dec. 31, 2022 | $ 1,075,200 | $ 72 | $ 1,500,191 | $ (393,717) | $ (31,346) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 592,000 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 3,276 | $ 1 | 3,275 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 92,000 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 1,974 | 1,974 | |||
Tax portion of vested restricted stock units | (3,168) | (3,168) | |||
Stock-based compensation expense (employee) | 17,494 | 17,494 | |||
Stock-based compensation expense (ESPP) | 872 | 872 | |||
Net income (loss) | (16,493) | (16,493) | |||
Other comprehensive income (loss) | 3,563 | 3,563 | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 72,643,000 | ||||
Balance at end of period at Jun. 30, 2023 | 1,082,718 | $ 73 | 1,520,638 | (410,210) | (27,783) |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 72,383,000 | ||||
Balance at beginning of period at Mar. 31, 2023 | 1,081,259 | $ 72 | 1,509,861 | (401,808) | (26,866) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 260,000 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 1,287 | $ 1 | 1,286 | ||
Tax portion of vested restricted stock units | (890) | (890) | |||
Stock-based compensation expense (employee) | 9,882 | 9,882 | |||
Stock-based compensation expense (ESPP) | 499 | 499 | |||
Net income (loss) | (8,402) | (8,402) | |||
Other comprehensive income (loss) | (917) | (917) | |||
Balance at end of period (in shares) at Jun. 30, 2023 | 72,643,000 | ||||
Balance at end of period at Jun. 30, 2023 | $ 1,082,718 | $ 73 | 1,520,638 | (410,210) | (27,783) |
Balance at beginning of period (in shares) at Dec. 31, 2023 | 73,264,738 | 73,265,000 | |||
Balance at beginning of period at Dec. 31, 2023 | $ 1,044,102 | $ 73 | 1,536,168 | (468,121) | (24,018) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 701,000 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 2,563 | $ 1 | 2,562 | ||
Issuance of common stock and options for acquisition (in shares) | 2,698,000 | ||||
Issuance of common stock and options for acquisition | 74,145 | $ 3 | 74,142 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 80,000 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 1,697 | 1,697 | |||
Tax portion of vested restricted stock units | (5,135) | (5,135) | |||
Stock-based compensation expense (employee) | 17,301 | 17,301 | |||
Stock-based compensation expense (ESPP) | 572 | 572 | |||
Net income (loss) | 3,870 | 3,870 | |||
Other comprehensive income (loss) | $ (6,592) | (6,592) | |||
Balance at end of period (in shares) at Jun. 30, 2024 | 76,743,663 | 76,744,000 | |||
Balance at end of period at Jun. 30, 2024 | $ 1,132,523 | $ 77 | 1,627,307 | (464,251) | (30,610) |
Balance at beginning of period (in shares) at Mar. 31, 2024 | 76,425,000 | ||||
Balance at beginning of period at Mar. 31, 2024 | 1,118,649 | $ 76 | 1,617,465 | (469,985) | (28,907) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 319,000 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 1,292 | $ 1 | 1,291 | ||
Tax portion of vested restricted stock units | (1,303) | (1,303) | |||
Stock-based compensation expense (employee) | 9,573 | 9,573 | |||
Stock-based compensation expense (ESPP) | 281 | 281 | |||
Net income (loss) | 5,734 | 5,734 | |||
Other comprehensive income (loss) | $ (1,703) | (1,703) | |||
Balance at end of period (in shares) at Jun. 30, 2024 | 76,743,663 | 76,744,000 | |||
Balance at end of period at Jun. 30, 2024 | $ 1,132,523 | $ 77 | $ 1,627,307 | $ (464,251) | $ (30,610) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Operating activities | ||
Net income (loss) | $ 3,870 | $ (16,493) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 11,328 | 13,529 |
Loss on disposal of property, plant and equipment | 68 | 136 |
Stock-based compensation | 17,873 | 18,366 |
Deferred income taxes | 23 | 125 |
Noncash lease expense | 2,287 | 1,977 |
Revaluation of acquisition-related contingent consideration | 863 | (344) |
Effect of foreign currency on operations | 896 | (167) |
Impairment loss | 429 | 1,410 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (10,086) | 1,789 |
Supplies and inventory | (3,266) | 2,782 |
Prepaid expenses and other current assets | (2,183) | (2,530) |
Other assets | (1,213) | (1,048) |
Operating lease liabilities | (2,446) | (2,091) |
Accounts payable | (1,706) | 792 |
Accrued liabilities and deferred revenue | 3,872 | (3,734) |
Net cash provided by operating activities | 20,609 | 14,499 |
Investing activities | ||
Acquisition of C2i, net of cash acquired | 5,012 | 0 |
Purchase of short-term investments | 0 | (19,700) |
Proceeds from sale of short-term investments | 0 | 39,773 |
Proceeds from maturity of short-term investments | 0 | 5,000 |
Purchases of property, plant and equipment | (4,904) | (4,662) |
Net cash provided by investing activities | 108 | 20,411 |
Financing activities | ||
Payment of taxes on vested restricted stock units | (5,135) | (3,168) |
Proceeds from the exercise of common stock options and employee stock purchases | 4,260 | 5,250 |
Net cash (used in) provided by financing activities | (875) | 2,082 |
Increase in cash, cash equivalents and restricted cash | 19,842 | 36,992 |
Effect of foreign currency on cash, cash equivalents and restricted cash | (169) | 43 |
Net increase in cash, cash equivalents and restricted cash | 19,673 | 37,035 |
Cash, cash equivalents and restricted cash at beginning of period | 217,330 | 154,996 |
Cash, cash equivalents and restricted cash at end of period | 237,003 | 192,031 |
Supplementary cash flow information: | ||
Purchases of property, plant and equipment included in accounts payable and accrued liability | 1,891 | 110 |
Cash paid for tax | $ 17 | $ 0 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) (Cash Reconciliation) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 235,915 | $ 216,454 |
Restricted cash | 1,088 | 876 |
Total cash, cash equivalents and restricted cash | $ 237,003 | $ 217,330 |
Organization, Description of Bu
Organization, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 provides clinicians with tests for patients with, or potentially facing, a cancer diagnosis. Veracyte's tests are used by clinicians for diagnostic, prognostic and treatment decisions. Veracyte was incorporated in the state of Delaware on August 15, 2006, as Calderome, Inc. Calderome, Inc. operated as an incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. The Company’s headquarters are in South San Francisco, California, and it also has operations in San Diego, California; Austin, Texas; and Marseille, France. The Company currently offers tests in prostate cancer (Decipher Prostate); thyroid cancer (Afirma); breast cancer (Prosigna); and bladder cancer (Decipher Bladder). The Company’s Percepta Nasal Swab test is being run in its Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified lab in support of clinical studies and its test for lymphoma is in development as a companion diagnostic. The Company serves global markets with two complementary models. In the United States, it offers laboratory developed tests, or LDTs, through its centralized, CLIA certified laboratories in South San Francisco and San Diego, California, supported by its cytopathology expertise in Austin, Texas. Additionally, primarily outside of the United States, the Company provides its Prosigna test to patients through distribution to laboratories and hospitals that can perform the tests locally as an IVD test. In February 2024, the Company acquired C2i, a minimal residual disease, or MRD, detection company. Refer to Note 4 Business Combination for additional information. 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 June 30, 2024, the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 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, 2023 has been derived from audited financial statements. The results for the three and six months ended June 30, 2024 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, 2023. Reclassifications Certain prior period balances have been reclassified to conform to current period presentation of the Company’s 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 six months ended June 30, 2023, the Company reclassified $1.4 million of impairment of long-lived assets from the general and administrative caption in the condensed consolidated statements of operations to a separate caption within operating expenses and for the three and six months ended June 30, 2023, the Company reclassified $4.8 million and $9.6 million, respectively, of amortization of intangible assets from the intangible asset amortization - operating expense caption in the condensed consolidated statements of operations to a separate caption, intangible asset amortization - cost of revenue, within a new cost of revenue section. 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, plant and equipment; the recoverability of long-lived assets; the incremental borrowing rates 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 majority of the Company’s cash and cash equivalents are deposited with two major financial institutions in the United States. Deposits in these institutions 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, IVD products and associated systems, as well as the systems service and service kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company’s requirements on a timely basis, or are unable to provide the Company with reagents that perform to specifications, 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 June 30, 2024, the Company has derived most of its revenue from the sale of Decipher Prostate and Afirma testing. To date, Decipher Prostate 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 June 30, 2024. The Company’s total 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Medicare 31 % 32 % 31 % 32 % UnitedHealthcare 14 % 11 % 14 % 11 % 45 % 43 % 45 % 43 % The Company's significant third-party payers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows: June 30, 2024 December 31, 2023 Medicare 17 % 20 % UnitedHealthcare 14 % 7 % 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. Restricted Cash The Company had deposits of $1.1 million and $0.9 million included in long-term assets as of June 30, 2024 and December 31, 2023, respectively, 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 recognizes revenue from the sale of tests performed for customers, including patients and institutions, at the time test results are reported to physicians. Most tests requested by customers are sold without a written agreement; however, the Company determines that an implied contract exists with its customers for whom a physician will order the test. The Company identifies each sale of its test to a customer as a single performance obligation. A stated contract price does not exist and the transaction price for each implied contract with a customer represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each payer group and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of future revenue reversal. For the three and six months ended June 30, 2024 and 2023, the Company recorded $4.0 million and $6.9 million and $2.3 million and $4.6 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to tests reported in previous years, including revenue received from successful appeals of reimbursement denials, net of recoupments. Product Revenue The Company's product revenue primarily consists of the Prosigna IVD breast cancer assay, related diagnostic kits and services. Product revenue from diagnostic kits is generally recognized upon shipment. 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 to license or provide access to its assets or services, including clinical and testing services, research and development, contract manufacturing and development, as well as other services, which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, data, test results, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses and biopharmaceutical research and development 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 $3.3 million at June 30, 2024 and $6.0 million at December 31, 2023. There was $2.2 million and $2.0 million of deferred revenue related to these agreements at June 30, 2024 and December 31, 2023, respectively. Revenue included in biopharmaceutical and other revenue for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands of dollars): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Biopharmaceutical revenue $ 1,702 $ 3,310 $ 2,656 $ 7,758 Contract manufacturing and testing 1,850 1,252 3,900 2,938 Total $ 3,552 $ 4,562 $ 6,556 $ 10,696 Cost of Testing Revenue The components of the Company's 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 diagnostic kit components, labor, installation, service and packaging and delivery costs. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products. Cost of product revenue 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 license or provide access to its assets or services, including clinical and testing services, research and development, contract manufacturing and development, as well as other services. Pension Liability The Company offers a defined benefit pension plan to certain non-U.S. employees of its Veracyte SAS subsidiary. As of June 30, 2024 and December 31, 2023, the total pension obligation was $0.5 million and $0.8 million, respectively, and is included in other liabilities on the condensed consolidated balance sheets. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic earnings (loss) per share, or EPS, is computed based on the weighted average number of common shares outstanding during the period. Diluted EPS is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. In loss periods, basic and diluted loss per share are identical since the effect of potentially dilutive common shares is antidilutive and therefore excluded. Potentially dilutive common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercises of equity awards and the average amount of unrecognized compensation expense for equity awards are assumed to be used to repurchase shares. The following table sets forth the computation of basic and diluted EPS (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator for basic and diluted EPS — net income (loss) (A) $ 5,734 $ (8,402) $ 3,870 $ (16,493) Denominator for basic EPS — weighted average shares (B) 76,538 72,479 75,649 72,328 Effect of potentially dilutive common stock from: Shares of common stock subject to outstanding options 433 — 509 — Restricted stock units 147 — 405 — Employee stock purchase plan 45 — 37 — Dilutive potential common shares 625 — 951 — Denominator for diluted EPS — adjusted weighted average shares and assumed conversions (C) 77,163 72,479 76,600 72,328 Basic EPS (A / B) $ 0.07 $ (0.12) $ 0.05 $ (0.23) Diluted EPS (A / C) $ 0.07 $ (0.12) $ 0.05 $ (0.23) Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: Shares of common stock subject to outstanding options 2,410 3,972 2,406 3,870 Restricted stock units 2,963 2,980 408 2,667 Employee stock purchase plan — 23 — 37 Anti-dilutive potential common shares 5,373 6,975 2,814 6,574 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands of dollars): Amounts Balance as of December 31, 2023 $ 702,984 Goodwill acquired - C2i 55,974 Effect of foreign currency translation on Goodwill acquired - HalioDx (6,851) Balance as of June 30, 2024 $ 752,107 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): June 30, 2024 December 31, 2023 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 $ (9,867) $ 6,133 $ 16,000 $ (9,333) $ 6,667 6 Prosigna product technology 4,120 (1,259) 2,861 4,120 (1,122) 2,998 10 Prosigna customer relationships 2,430 (2,228) 202 2,430 (1,985) 445 0 LymphMark product technology 990 (648) 342 990 (577) 413 2 Decipher product technology 90,000 (29,734) 60,266 90,000 (25,234) 64,766 7 Decipher trade names 4,000 (2,643) 1,357 4,000 (2,243) 1,757 2 HalioDx developed technology 1,393 (406) 987 1,435 (346) 1,089 7 HalioDx customer relationships 2,678 (1,560) 1,118 2,760 (1,331) 1,429 2 HalioDx customer backlog 4,135 (2,966) 1,169 4,258 (2,529) 1,729 1 C2i developed technology 25,300 (703) 24,597 — — — 15 Total finite-lived intangibles 151,046 (52,014) 99,032 125,993 (44,700) 81,293 8.5 In-process research and development 13,500 — 13,500 7,300 — 7,300 Total intangible assets $ 164,546 $ (52,014) $ 112,532 $ 133,293 $ (44,700) $ 88,593 Acquisition-related intangibles are generally finite-lived and are carried at cost less accumulated amortization. Amortization of the finite-lived intangible assets is recognized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense of $3.8 million and $5.3 million was recognized for the three months ended June 30, 2024 and 2023, respectively, and expense of $7.4 million and $10.7 million was recognized for the six months ended June 30, 2024 and 2023, respectively. The estimated future aggregate amortization expense as of June 30, 2024 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2024 remainder of year $ 7,534 2025 14,241 2026 12,770 2027 12,168 2028 12,168 Thereafter 40,151 Total $ 99,032 Impairment of Long-Lived Assets There was no impairment of long-lived assets for the three months ended June 30, 2024 and 2023. Impairment of long-lived assets for the six months ended June 30, 2024 and 2023 was $0.4 million and $1.4 million, respectively, of impairment of right-of-use and fixed assets in relation to exiting our Watertown and Richmond facilities. Supplies and Inventory Supplies and inventory consisted of lab supplies and reagents to be used in the performance of testing services and inventory related to finished and semi-finished goods used in the assembly of IVD kits related to product sales as well as raw materials consumed in the contract manufacturing process. As of June 30, 2024 and December 31, 2023, supplies and inventory consisted of the following (in thousands of dollars): June 30, 2024 December 31, 2023 Supplies $ 12,239 $ 12,152 Inventory 7,019 3,976 Total supplies and inventory $ 19,258 $ 16,128 Accrued Liabilities Accrued liabilities consisted of the following (in thousands of dollars): June 30, 2024 December 31, 2023 Accrued compensation expenses $ 24,556 $ 26,430 Accrued other 18,899 11,997 Total accrued liabilities $ 43,455 $ 38,427 |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Business Combination | Business Combination On February 5, 2024, or the Closing Date, the Company acquired 100% of the outstanding equity interests of C2i, or the C2i Acquisition. C2i was a privately-held company that developed a novel method for estimating tumor burden in cancer patients by analyzing a patient’s cell free DNA sequence and offered post-treatment monitoring of cancer recurrence and progression by analyzing subtle changes in the pattern of the tumor’s DNA. The consideration to acquire C2i was $100.2 million, comprised of $73.3 million in the form of approximately 2.7 million shares of the Company’s common stock based on the Company's share price on the Closing Date, $0.8 million of pre-combination portion of replacement stock options issued to C2i’s continuing employees, $17.2 million of contingent consideration that has been agreed to be paid on achievement of certain milestones and the remainder in cash. The Company incurred $5.1 million of transaction costs related to the of C2i Acquisition, which were recorded as general and administrative expense. As part of the agreement, the Company deposited $8.0 million of the cash consideration into escrow for meeting any unresolved or unsatisfied claims for indemnifiable damages against C2i and any special tax claims. The balance after meeting these indemnification obligations will be paid directly to the securityholders of C2i. After deducting the expenses for indemnifiable damages and tax claims the escrow amount of $5.0 million will be released 18 months from the Closing Date and the balance of $3.0 million will be released 36 months after the Closing Date. As this payment is dependent on the resolution of claims that existed as of the Closing Date, the amount deposited into escrow is included in the purchase price. In addition, pursuant to the Agreement and Plan of Merger, dated as of January 5, 2024, by and among the Company, C2i, Canary Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company, Veracyte Diagnostics, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and Fortis Advisors LLC, as the securityholders’ agent, or the Merger Agreement, the C2i noteholders are entitled to receive from the Company up to $25.0 million in contingent consideration that is dependent on the achievement of specified training requirements, licensing, regulatory and commercialization milestones and are payable in cash or shares of the Company’s common stock, at the Company's election. The Company included financial results of C2i in its consolidated financial statements from the acquisition date, which contributed zero and $1.9 million of revenue and operating loss, respectively, during the three months ended June 30, 2024 and zero and $6.1 million of revenue and operating loss, respectively, during the six months ended June 30, 2024 including $1.3 million of severance and retention charges and $0.7 million of impairment of right-of-use asset and intangible asset amortization. Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the C2i Acquisition at the Closing Date (in thousands): Amount Assets acquired: Cash and cash equivalents $ 13,677 Prepaid expenses and other current assets 998 Property, plant and equipment, net 277 Right of use assets, operating leases 1,277 Intangible assets, net 31,500 Restricted cash 188 Total identifiable assets acquired 47,917 Accounts payable (59) Accrued Liabilities (1,540) Current portion of deferred revenue (94) Current portion of operating lease liabilities (441) Deferred tax liability (726) Operating lease liabilities, net of current portion (836) Net identifiable assets acquired 44,221 Goodwill 55,974 Total purchase price $ 100,195 Based on the guidance provided in ASC 805 Business Combinations, the Company accounted for the C2i Acquisition as a business combination in which the Company determined that C2i was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. The Company's purchase price allocation for the C2i Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired, and liabilities assumed, are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to certain income tax items, intangible assets and goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the Closing Date. The intangible assets acquired included IPR&D assets and developed technology. The preliminary fair value of the Company's intangible assets as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except useful life which is in years): Fair Value Estimated Useful Life Valuation Method Intangible Assets Acquired: Developed Technology $ 25,300 15 Relief from royalty method IPR&D assets 6,200 Indefinite Multi-period excess earnings method Total intangible assets acquired $ 31,500 The amortization expense for all acquired intangible assets will be recognized on a straight-line basis and recorded within intangible asset amortization. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The C2i acquisition resulted in the recognition of $56.0 million of goodwill which the Company believes consists primarily of expanded market and product opportunities, including an MRD platform, which will enable new areas of genomic testing. In connection with the C2i Acquisition, a net deferred tax liability was assumed with a fair value of $0.7 million which primarily relates to future intangible asset amortization which is not deductible for income tax purposes. Pro forma financial information (unaudited) The supplemental pro forma financial information has been prepared using the acquisition method of accounting and is based on the historical financial information of C2i. The supplemental pro forma financial information does not necessarily represent what the combined companies' revenue or results of operations would have been had the acquisitions been completed on January 1, 2023, nor is it intended to be a projection of future operating results of the combined company. It also does not reflect any operating efficiencies or potential cost savings that might be achieved from synergies of combining C2i and the Company. The unaudited supplemental pro forma financial information has been calculated after adjusting the results of the combined company to reflect incremental amortization expense resulting from the fair value adjustments for acquired intangible assets. Further, adjustments related to transaction costs and stock- based compensation expense are also reflected in the pro forma financial information in the table below: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total revenue $ 114,428 $ 90,544 $ 211,272 $ 172,966 Net income (loss) $ 5,306 $ (15,878) $ 1,287 $ (35,965) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
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 $19.3 million and $1.4 million as of June 30, 2024 and December 31, 2023, respectively, and are Level I assets as described above. The deposits for the leases, included in restricted cash, were $1.1 million and $0.9 million as of June 30, 2024 and December 31, 2023, respectively, and are Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the three and six months ended June 30, 2024 and 2023. As part of the Company’s agreement to acquire the exclusive global diagnostic license to the nCounter Analysis System, the Company may pay up to an additional $10.0 million in cash, contingent upon first achievement or occurrence, by or on behalf of the Company, 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, with the corresponding changes included in general and administrative expense in the Company's condensed consolidated statements of operations. As of June 30, 2024 and December 31, 2023, this contingency was remeasured to $3.2 million and $3.2 million, respectively. For both the three and six months ended June 30, 2024, an expense of $0.1 million was recorded. For the three and six months ended June 30, 2023, expense of $0.1 million and reversals of expense of $0.3 million, respectively, were recorded. As of June 30, 2024, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $2.7 million of the contingent consideration is included in short term liabilities at June 30, 2024. In addition, the contingent consideration related to the C2i Acquisition as discussed in Note 4, is dependent on the achievement of certain milestones and is payable in cash or shares of the Company’s common stock, at the Company’s election, of up to $25 million and was valued at $17.2 million. The fair value of the contingent consideration related to the C2i Acquisition will be remeasured to fair value at each reporting date until the contingent consideration is settled, with the corresponding changes included in general and administrative expense. As of June 30, 2024, this contingency was remeasured to $18.0 million. For both the three and six months ended June 30, 2024, $0.8 million expense was recorded. As of June 30, 2024, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $4.6 million of the contingent consideration is included in short term liabilities at June 30, 2024. The fair value of 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 June 30, 2024 and December 31, 2023, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input June 30, 2024 December 31, 2023 Discount rate 5.5% - 6.6% (5.6%) 6.8% Probability of achievement 0% - 95% (88%) 10% - 80% (69%) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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; Richmond, Virginia; and Watertown, Massachusetts, and leases certain equipment under various non-cancelable lease agreements. The lease terms extend to May 2036 and contain extension of lease terms and expansion options. The leases have a weighted average remaining lease term of 6.3 years as of June 30, 2024. The Company had deposits of $1.1 million and $0.9 million included in long-term assets as of June 30, 2024 and December 31, 2023, respectively, 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 9.7% 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. Future minimum lease payments under non-cancelable operating leases as of June 30, 2024 are as follows (in thousands of dollars): Year Ending December 31, Amounts Remainder of 2024 $ 3,935 2025 7,775 2026 3,218 2027 1,968 2028 1,933 Thereafter 9,793 Total future minimum lease payments 28,622 Less: amount representing interest 7,884 Present value of future lease payments 20,738 Less: short-term lease liabilities 7,185 Long-term lease liabilities $ 13,553 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense $ 1,422 $ 1,278 $ 2,964 $ 2,401 Cash paid for amounts included in the measurement of lease liabilities $ 1,534 $ 1,362 $ 3,163 $ 2,539 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 $0.1 million and $0.1 million, respectively, as of both June 30, 2024 and December 31, 2023, and are included in property, plant and equipment, net other liabilities The Company entered into a lease agreement for a newly constructed facility in Marseille, France. The lease commenced during the three months ended June 30, 2024 and the Company recorded a lease liability and a corresponding ROU asset of $8.0 million. The initial term of the lease is twelve years with annual rent of approximately $1.3 million, excluding common area maintenance costs. Contingencies From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, either individually or in the aggregate, a material impact on the Company's consolidated financial statements. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company had reserved shares of common stock for issuance as follows: June 30, 2024 December 31, 2023 Stock options and restricted stock units issued and outstanding 6,987,117 6,318,389 Stock options and restricted stock units available for grant under stock option plans 3,730,380 5,194,399 Common stock available for the Employee Stock Purchase Plan 1,109,722 1,189,513 Total 11,827,219 12,702,301 |
Components of Other Income
Components of Other Income | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Components of Other Income | Components of Other Income Other income, net consists of the following (in thousands of dollars): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 French research tax credits $ 353 $ (1,483) $ 923 $ (474) Interest income 2,699 1,258 5,394 2,447 Interest expense (1) (3) (1) (10) Loss on currency revaluation (171) (82) (731) 146 Other (125) 84 (82) 72 $ 2,755 $ (226) $ 5,503 $ 2,181 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes is based on the current estimate of the annual effective tax rate applied to the Company’s year to date income or loss and is adjusted for discrete items recorded in the period. For the three months ended June 30, 2024 and 2023, the Company’s effective tax rate was 22.1% and (1.5)%, respectively. For the six months ended June 30, 2024 and 2023, the Company’s effective tax rate was 29.0% and (0.8)% respectively. For the six months ended June 30, 2024, the primary difference between the effective tax rate and the federal statutory rate is driven by unfavorable permanent differences and foreign and state taxes offset by the full valuation allowance the Company has established on its federal, state and foreign net operating losses and credits. For the six months ended June 30, 2023, the primary difference between the effective tax rate and the federal statutory rate is driven by the full valuation allowance the Company has established on its federal, state and foreign net operating losses and credits. The Company recorded income tax expense of $1.6 million and $0.1 million for the three months ended June 30, 2024 and 2023, respectively, and recorded income tax expense of $1.6 million and $0.1 million for the six months ended June 30, 2024 and 2023, respectively. The provision for income taxes recorded in the three and six months ended June 30, 2024 consists primarily of federal, state and foreign income taxes, offset partially by reductions in deferred tax liabilities from acquired entities. The provision for income taxes recorded in the three and six months ended June 30, 2023 consists primarily of state and foreign income taxes. |
Organization, Description of _2
Organization, Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, the condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, the condensed consolidated statements of stockholders' equity for the three and six months ended June 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023 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, 2023 has been derived from audited financial statements. The results for the three and six months ended June 30, 2024 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, 2023. |
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, plant and equipment; the recoverability of long-lived assets; the incremental borrowing rates 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 majority of the Company’s cash and cash equivalents are deposited with two major financial institutions in the United States. Deposits in these institutions 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, IVD products and associated systems, as well as the systems service and service kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company’s requirements on a timely basis, or are unable to provide the Company with reagents that perform to specifications, 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 June 30, 2024, the Company has derived most of its revenue from the sale of Decipher Prostate and Afirma testing. To date, Decipher Prostate 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 June 30, 2024. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
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 recognizes revenue from the sale of tests performed for customers, including patients and institutions, at the time test results are reported to physicians. Most tests requested by customers are sold without a written agreement; however, the Company determines that an implied contract exists with its customers for whom a physician will order the test. The Company identifies each sale of its test to a customer as a single performance obligation. A stated contract price does not exist and the transaction price for each implied contract with a customer represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each payer group and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of future revenue reversal. For the three and six months ended June 30, 2024 and 2023, the Company recorded $4.0 million and $6.9 million and $2.3 million and $4.6 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to tests reported in previous years, including revenue received from successful appeals of reimbursement denials, net of recoupments. Product Revenue The Company's product revenue primarily consists of the Prosigna IVD breast cancer assay, related diagnostic kits and services. Product revenue from diagnostic kits is generally recognized upon shipment. 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 to license or provide access to its assets or services, including clinical and testing services, research and development, contract manufacturing and development, as well as other services, which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, data, test results, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses and biopharmaceutical research and development 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 $3.3 million at June 30, 2024 and $6.0 million at December 31, 2023. There was $2.2 million and $2.0 million of deferred revenue related to these agreements at June 30, 2024 and December 31, 2023, respectively. Revenue included in biopharmaceutical and other revenue for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands of dollars): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Biopharmaceutical revenue $ 1,702 $ 3,310 $ 2,656 $ 7,758 Contract manufacturing and testing 1,850 1,252 3,900 2,938 Total $ 3,552 $ 4,562 $ 6,556 $ 10,696 Cost of Testing Revenue The components of the Company's 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 diagnostic kit components, labor, installation, service and packaging and delivery costs. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products. Cost of product revenue 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 license or provide access to its assets or services, including clinical and testing services, research and development, contract manufacturing and development, as well as other services. |
Pension Liability | Pension Liability |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) . This update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. This ASU will result in the required additional disclosures being included in the Company's consolidated financial statements, once adopted. |
Organization , Description of B
Organization , Description of Business and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Third-party Payers as a Percentage of Total | The Company’s total 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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Medicare 31 % 32 % 31 % 32 % UnitedHealthcare 14 % 11 % 14 % 11 % 45 % 43 % 45 % 43 % The Company's significant third-party payers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows: June 30, 2024 December 31, 2023 Medicare 17 % 20 % UnitedHealthcare 14 % 7 % |
Schedule of Revenue | Revenue included in biopharmaceutical and other revenue for the three and six months ended June 30, 2024 and 2023 was as follows (in thousands of dollars): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Biopharmaceutical revenue $ 1,702 $ 3,310 $ 2,656 $ 7,758 Contract manufacturing and testing 1,850 1,252 3,900 2,938 Total $ 3,552 $ 4,562 $ 6,556 $ 10,696 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Earnings Per Share | The following table sets forth the computation of basic and diluted EPS (in thousands, except per-share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator for basic and diluted EPS — net income (loss) (A) $ 5,734 $ (8,402) $ 3,870 $ (16,493) Denominator for basic EPS — weighted average shares (B) 76,538 72,479 75,649 72,328 Effect of potentially dilutive common stock from: Shares of common stock subject to outstanding options 433 — 509 — Restricted stock units 147 — 405 — Employee stock purchase plan 45 — 37 — Dilutive potential common shares 625 — 951 — Denominator for diluted EPS — adjusted weighted average shares and assumed conversions (C) 77,163 72,479 76,600 72,328 Basic EPS (A / B) $ 0.07 $ (0.12) $ 0.05 $ (0.23) Diluted EPS (A / C) $ 0.07 $ (0.12) $ 0.05 $ (0.23) Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: Shares of common stock subject to outstanding options 2,410 3,972 2,406 3,870 Restricted stock units 2,963 2,980 408 2,667 Employee stock purchase plan — 23 — 37 Anti-dilutive potential common shares 5,373 6,975 2,814 6,574 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands of dollars): Amounts Balance as of December 31, 2023 $ 702,984 Goodwill acquired - C2i 55,974 Effect of foreign currency translation on Goodwill acquired - HalioDx (6,851) Balance as of June 30, 2024 $ 752,107 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands of dollars): June 30, 2024 December 31, 2023 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 $ (9,867) $ 6,133 $ 16,000 $ (9,333) $ 6,667 6 Prosigna product technology 4,120 (1,259) 2,861 4,120 (1,122) 2,998 10 Prosigna customer relationships 2,430 (2,228) 202 2,430 (1,985) 445 0 LymphMark product technology 990 (648) 342 990 (577) 413 2 Decipher product technology 90,000 (29,734) 60,266 90,000 (25,234) 64,766 7 Decipher trade names 4,000 (2,643) 1,357 4,000 (2,243) 1,757 2 HalioDx developed technology 1,393 (406) 987 1,435 (346) 1,089 7 HalioDx customer relationships 2,678 (1,560) 1,118 2,760 (1,331) 1,429 2 HalioDx customer backlog 4,135 (2,966) 1,169 4,258 (2,529) 1,729 1 C2i developed technology 25,300 (703) 24,597 — — — 15 Total finite-lived intangibles 151,046 (52,014) 99,032 125,993 (44,700) 81,293 8.5 In-process research and development 13,500 — 13,500 7,300 — 7,300 Total intangible assets $ 164,546 $ (52,014) $ 112,532 $ 133,293 $ (44,700) $ 88,593 |
Schedule of Future Aggregate Amortization Expense | The estimated future aggregate amortization expense as of June 30, 2024 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2024 remainder of year $ 7,534 2025 14,241 2026 12,770 2027 12,168 2028 12,168 Thereafter 40,151 Total $ 99,032 |
Schedule of Supplies and Inventory | As of June 30, 2024 and December 31, 2023, supplies and inventory consisted of the following (in thousands of dollars): June 30, 2024 December 31, 2023 Supplies $ 12,239 $ 12,152 Inventory 7,019 3,976 Total supplies and inventory $ 19,258 $ 16,128 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands of dollars): June 30, 2024 December 31, 2023 Accrued compensation expenses $ 24,556 $ 26,430 Accrued other 18,899 11,997 Total accrued liabilities $ 43,455 $ 38,427 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed in the C2i Acquisition at the Closing Date (in thousands): Amount Assets acquired: Cash and cash equivalents $ 13,677 Prepaid expenses and other current assets 998 Property, plant and equipment, net 277 Right of use assets, operating leases 1,277 Intangible assets, net 31,500 Restricted cash 188 Total identifiable assets acquired 47,917 Accounts payable (59) Accrued Liabilities (1,540) Current portion of deferred revenue (94) Current portion of operating lease liabilities (441) Deferred tax liability (726) Operating lease liabilities, net of current portion (836) Net identifiable assets acquired 44,221 Goodwill 55,974 Total purchase price $ 100,195 |
Schedule of Intangible Assets Acquired | The preliminary fair value of the Company's intangible assets as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except useful life which is in years): Fair Value Estimated Useful Life Valuation Method Intangible Assets Acquired: Developed Technology $ 25,300 15 Relief from royalty method IPR&D assets 6,200 Indefinite Multi-period excess earnings method Total intangible assets acquired $ 31,500 |
Schedule of Pro Forma Financial Information | Further, adjustments related to transaction costs and stock- based compensation expense are also reflected in the pro forma financial information in the table below: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total revenue $ 114,428 $ 90,544 $ 211,272 $ 172,966 Net income (loss) $ 5,306 $ (15,878) $ 1,287 $ (35,965) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | As of June 30, 2024 and December 31, 2023, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input June 30, 2024 December 31, 2023 Discount rate 5.5% - 6.6% (5.6%) 6.8% Probability of achievement 0% - 95% (88%) 10% - 80% (69%) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under non-cancelable operating leases as of June 30, 2024 are as follows (in thousands of dollars): Year Ending December 31, Amounts Remainder of 2024 $ 3,935 2025 7,775 2026 3,218 2027 1,968 2028 1,933 Thereafter 9,793 Total future minimum lease payments 28,622 Less: amount representing interest 7,884 Present value of future lease payments 20,738 Less: short-term lease liabilities 7,185 Long-term lease liabilities $ 13,553 |
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 June 30, Six Months Ended June 30, 2024 2023 2024 2023 Operating lease expense $ 1,422 $ 1,278 $ 2,964 $ 2,401 Cash paid for amounts included in the measurement of lease liabilities $ 1,534 $ 1,362 $ 3,163 $ 2,539 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | The Company had reserved shares of common stock for issuance as follows: June 30, 2024 December 31, 2023 Stock options and restricted stock units issued and outstanding 6,987,117 6,318,389 Stock options and restricted stock units available for grant under stock option plans 3,730,380 5,194,399 Common stock available for the Employee Stock Purchase Plan 1,109,722 1,189,513 Total 11,827,219 12,702,301 |
Components of Other Income (Tab
Components of Other Income (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income, net | Other income, net consists of the following (in thousands of dollars): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 French research tax credits $ 353 $ (1,483) $ 923 $ (474) Interest income 2,699 1,258 5,394 2,447 Interest expense (1) (3) (1) (10) Loss on currency revaluation (171) (82) (731) 146 Other (125) 84 (82) 72 $ 2,755 $ (226) $ 5,503 $ 2,181 |
Organization, Description of _3
Organization, Description of Business and Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Class of Stock [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 429 | $ 1,410 | |
Intangible asset amortization - operating expenses | 3,800 | 5,300 | 7,400 | 10,700 | |
Deposits | 1,100 | 1,100 | $ 900 | ||
Total revenue | 114,428 | 90,322 | 211,272 | 172,744 | |
Accounts receivable | 50,304 | 50,304 | 40,378 | ||
Pension obligation | 500 | 500 | 800 | ||
Other Testing Revenue | |||||
Class of Stock [Line Items] | |||||
Total revenue | 4,000 | 2,300 | 6,900 | 4,600 | |
Biopharmaceutical and other revenue | |||||
Class of Stock [Line Items] | |||||
Total revenue | 3,552 | 4,562 | 6,556 | 10,696 | |
Accounts receivable | 3,300 | 3,300 | 6,000 | ||
Deferred revenue | $ 2,200 | $ 2,200 | $ 2,000 | ||
Impairment Of Long-Lived Assets | |||||
Class of Stock [Line Items] | |||||
Impairment of long-lived assets | 1,400 | ||||
Amortization Of Intangible Assets | |||||
Class of Stock [Line Items] | |||||
Intangible asset amortization - operating expenses | $ 4,800 | $ 9,600 |
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 | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenue | Customers Representing >10% Of Total Revenue | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Concentration risk | 45% | 43% | 45% | 43% | ||
Revenue | Medicare | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Concentration risk | 31% | 32% | 31% | 32% | ||
Revenue | UnitedHealthcare | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Concentration risk | 14% | 11% | 14% | 11% | ||
Accounts Receivable | Medicare | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Concentration risk | 17% | 20% | ||||
Accounts Receivable | UnitedHealthcare | ||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||||
Concentration risk | 7% | 14% |
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 | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 114,428 | $ 90,322 | $ 211,272 | $ 172,744 |
Biopharmaceutical revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,702 | 3,310 | 2,656 | 7,758 |
Contract manufacturing and testing | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,850 | 1,252 | 3,900 | 2,938 |
Biopharmaceutical and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 3,552 | $ 4,562 | $ 6,556 | $ 10,696 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Numerator for basic EPS — net income (loss) | $ 5,734 | $ (8,402) | $ 3,870 | $ (16,493) |
Numerator for diluted EPS — net income (loss) | $ 5,734 | $ (8,402) | $ 3,870 | $ (16,493) |
Denominator for basic EPS — weighted average shares (in shares) | 76,538,325 | 72,478,662 | 75,649,057 | 72,327,897 |
Effect of potentially dilutive common stock from: | ||||
Dilutive potential common shares (in shares) | 625,000 | 0 | 951,000 | 0 |
Denominator for diluted EPS — adjusted weighted average shares and assumed conversions (in shares) | 77,163,149 | 72,478,662 | 76,600,079 | 72,327,897 |
Basic EPS (in USD per share) | $ 0.07 | $ (0.12) | $ 0.05 | $ (0.23) |
Diluted EPS (in USD per share) | $ 0.07 | $ (0.12) | $ 0.05 | $ (0.23) |
Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: | ||||
Anti-dilutive potential common shares (in shares) | 5,373,000 | 6,975,000 | 2,814,000 | 6,574,000 |
Shares of common stock subject to outstanding options | ||||
Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: | ||||
Anti-dilutive potential common shares (in shares) | 2,410,000 | 3,972,000 | 2,406,000 | 3,870,000 |
Restricted stock units | ||||
Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: | ||||
Anti-dilutive potential common shares (in shares) | 2,963,000 | 2,980,000 | 408,000 | 2,667,000 |
Employee stock purchase plan | ||||
Common stock equivalent shares excluded from the dilutive calculation due to antidilutive effect: | ||||
Anti-dilutive potential common shares (in shares) | 0 | 23,000 | 0 | 37,000 |
Shares of common stock subject to outstanding options | ||||
Effect of potentially dilutive common stock from: | ||||
Dilutive potential common shares (in shares) | 433,000 | 0 | 509,000 | 0 |
Restricted stock units | ||||
Effect of potentially dilutive common stock from: | ||||
Dilutive potential common shares (in shares) | 147,000 | 0 | 405,000 | 0 |
Employee stock purchase plan | ||||
Effect of potentially dilutive common stock from: | ||||
Dilutive potential common shares (in shares) | 45,000 | 0 | 37,000 | 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2023 | $ 702,984 |
Goodwill acquired - C2i | 55,974 |
Effect of foreign currency translation on Goodwill acquired - HalioDx | (6,851) |
Balance as of June 30, 2024 | $ 752,107 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 151,046 | $ 125,993 |
Accumulated Amortization | (52,014) | (44,700) |
Total | 99,032 | 81,293 |
Indefinite-lived intangible assets | 13,500 | 7,300 |
Total intangible assets | 164,546 | 133,293 |
Intangible assets, net | $ 112,532 | 88,593 |
Weighted Average Remaining Amortization Period (Years) | 8 years 6 months | |
Percepta product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,000 | 16,000 |
Accumulated Amortization | (9,867) | (9,333) |
Total | $ 6,133 | 6,667 |
Weighted Average Remaining Amortization Period (Years) | 6 years | |
Prosigna product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,120 | 4,120 |
Accumulated Amortization | (1,259) | (1,122) |
Total | $ 2,861 | 2,998 |
Weighted Average Remaining Amortization Period (Years) | 10 years | |
Prosigna customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,430 | 2,430 |
Accumulated Amortization | (2,228) | (1,985) |
Total | 202 | 445 |
LymphMark product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 990 | 990 |
Accumulated Amortization | (648) | (577) |
Total | $ 342 | 413 |
Weighted Average Remaining Amortization Period (Years) | 2 years | |
Decipher product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 90,000 | 90,000 |
Accumulated Amortization | (29,734) | (25,234) |
Total | $ 60,266 | 64,766 |
Weighted Average Remaining Amortization Period (Years) | 7 years | |
Decipher trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,000 | 4,000 |
Accumulated Amortization | (2,643) | (2,243) |
Total | $ 1,357 | 1,757 |
Weighted Average Remaining Amortization Period (Years) | 2 years | |
HalioDx developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,393 | 1,435 |
Accumulated Amortization | (406) | (346) |
Total | $ 987 | 1,089 |
Weighted Average Remaining Amortization Period (Years) | 7 years | |
HalioDx customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,678 | 2,760 |
Accumulated Amortization | (1,560) | (1,331) |
Total | $ 1,118 | 1,429 |
Weighted Average Remaining Amortization Period (Years) | 2 years | |
HalioDx customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,135 | 4,258 |
Accumulated Amortization | (2,966) | (2,529) |
Total | $ 1,169 | 1,729 |
Weighted Average Remaining Amortization Period (Years) | 1 year | |
C2i developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 25,300 | 0 |
Accumulated Amortization | (703) | 0 |
Total | $ 24,597 | $ 0 |
Weighted Average Remaining Amortization Period (Years) | 15 years |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Amortization of Intangible Assets | $ 3,800 | $ 5,300 | $ 7,400 | $ 10,700 |
Impairment of long-lived assets | $ 0 | $ 0 | $ 429 | $ 1,410 |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
2024 remainder of year | $ 7,534 | |
2025 | 14,241 | |
2026 | 12,770 | |
2027 | 12,168 | |
2028 | 12,168 | |
Thereafter | 40,151 | |
Total | $ 99,032 | $ 81,293 |
Balance Sheet Components - Supp
Balance Sheet Components - Supplies and Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Supplies | $ 12,239 | $ 12,152 |
Inventory | 7,019 | 3,976 |
Total supplies and inventory | $ 19,258 | $ 16,128 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation expenses | $ 24,556 | $ 26,430 |
Accrued other | 18,899 | 11,997 |
Total accrued liabilities | $ 43,455 | $ 38,427 |
Business Combination- Narrative
Business Combination- Narrative (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | ||
Feb. 05, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Acquisition-related contingent consideration, net of current portion | $ 13,889,000 | $ 13,889,000 | $ 518,000 | |
Goodwill | 752,107,000 | 752,107,000 | $ 702,984,000 | |
C2i | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired | 100% | |||
Acquisition consideration | $ 100,200,000 | |||
Value of shares in acquisition consideration | 73,300,000 | |||
Acquisition-related contingent consideration, net of current portion | 17,200,000 | |||
Transaction costs | 5,100,000 | |||
Escrow deposits | 8,000,000 | |||
Maximum contingent consideration to be paid | 25,000,000 | |||
Acquisition revenue included in financial results | 0 | 0 | ||
Acquisition operating loss included in financial results | $ 1,900,000 | 6,100,000 | ||
Severance and retention charges | 1,300,000 | |||
Impairment of right-of-use asset and intangible asset amortization | $ 700,000 | |||
Goodwill | 55,974,000 | |||
Deferred tax liability | 726,000 | |||
C2i | Escrow Deposits, Release One | ||||
Business Acquisition [Line Items] | ||||
Escrow deposits to be released | $ 5,000,000 | |||
Escrow deposits to be release period | 18 months | |||
C2i | Escrow Deposits, Release Two | ||||
Business Acquisition [Line Items] | ||||
Escrow deposits to be released | $ 3,000,000 | |||
Escrow deposits to be release period | 36 months | |||
C2i | Options | ||||
Business Acquisition [Line Items] | ||||
Value of shares in acquisition consideration | $ 800,000 | |||
C2i | Common Stock | ||||
Business Acquisition [Line Items] | ||||
Shares in acquisition consideration (in shares) | 2.7 |
Business Combination - Schedule
Business Combination - Schedule of Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Feb. 05, 2024 | Dec. 31, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 752,107 | $ 702,984 | |
C2i | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 13,677 | ||
Prepaid expenses and other current assets | 998 | ||
Property, plant and equipment, net | 277 | ||
Right of use assets, operating leases | 1,277 | ||
Intangible assets, net | 31,500 | ||
Restricted cash | 188 | ||
Total identifiable assets acquired | 47,917 | ||
Accounts payable | (59) | ||
Accrued Liabilities | (1,540) | ||
Current portion of deferred revenue | (94) | ||
Current portion of operating lease liabilities | (441) | ||
Deferred tax liability | (726) | ||
Operating lease liabilities, net of current portion | (836) | ||
Net identifiable assets acquired | 44,221 | ||
Goodwill | 55,974 | ||
Total purchase price | $ 100,195 |
Business Combination - Schedu_2
Business Combination - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Feb. 05, 2024 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Estimated Useful Life | 8 years 6 months | |
C2i | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair Value | $ 31,500 | |
C2i | In-process research and development | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair Value | 6,200 | |
C2i | Developed Technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Fair Value | $ 25,300 | |
Estimated Useful Life | 15 years |
Business Combination - Schedu_3
Business Combination - Schedule of Pro Forma Financial Information (Details) - C2i - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Total revenue | $ 114,428 | $ 90,544 | $ 211,272 | $ 172,966 |
Net income (loss) | $ 5,306 | $ (15,878) | $ 1,287 | $ (35,965) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Dec. 03, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Feb. 05, 2024 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Deposits for leases | $ 1,100,000 | $ 1,100,000 | $ 900,000 | ||||
Acquisition-related contingent consideration, net of current portion | 13,889,000 | 13,889,000 | 518,000 | ||||
Current portion of acquisition-related contingent consideration | 7,348,000 | 7,348,000 | 2,657,000 | ||||
NanoString | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Additional cash to be paid | $ 10,000,000 | ||||||
Acquisition-related contingent consideration, net of current portion | $ 6,100,000 | 3,200,000 | 3,200,000 | 3,200,000 | |||
Contingent consideration, changes in fair value | 100,000 | $ 100,000 | 100,000 | $ (300,000) | |||
Current portion of acquisition-related contingent consideration | 2,700,000 | 2,700,000 | |||||
C2i Inc | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Acquisition-related contingent consideration, net of current portion | 18,000,000 | 18,000,000 | $ 17,200,000 | ||||
Contingent consideration, changes in fair value | 800,000 | 800,000 | |||||
Current portion of acquisition-related contingent consideration | 4,600,000 | 4,600,000 | |||||
Maximum contingent consideration to be paid | $ 25,000,000 | ||||||
Money Market Funds | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Cash and cash equivalents | $ 19,300,000 | $ 19,300,000 | $ 1,400,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Input (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.068 | |
Discount rate | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.055 | |
Discount rate | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.066 | |
Discount rate | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.056 | |
Probability of achievement | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0.10 |
Probability of achievement | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.95 | 0.80 |
Probability of achievement | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.88 | 0.69 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term | 6 years 3 months 18 days | |
Deposits | $ 1,100 | $ 900 |
Discount rate | 9.70% | |
Finance right-of-use assets | $ 100 | $ 100 |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance lease liabilities | $ 100 | $ 100 |
Finance lease, liability, statement of financial position [Extensible List] | Other liabilities | Other liabilities |
Right-of-use assets, operating leases | $ 18,116 | $ 10,277 |
Facilities in Marseille, France | ||
Lessee, Lease, Description [Line Items] | ||
Right-of-use assets, operating leases | $ 8,000 | |
Term of lease | 12 years | |
Annual rent | $ 1,300 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
Remainder of 2024 | $ 3,935 | |
2025 | 7,775 | |
2026 | 3,218 | |
2027 | 1,968 | |
2028 | 1,933 | |
Thereafter | 9,793 | |
Total future minimum lease payments | 28,622 | |
Less: amount representing interest | 7,884 | |
Present value of future lease payments | 20,738 | |
Less: short-term lease liabilities | 7,185 | $ 5,105 |
Long-term lease liabilities | $ 13,553 | $ 7,525 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease expense | $ 1,422 | $ 1,278 | $ 2,964 | $ 2,401 |
Cash paid for amounts included in the measurement of lease liabilities | $ 1,534 | $ 1,362 | $ 3,163 | $ 2,539 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Total number of shares reserved for issuance (in shares) | 11,827,219 | 12,702,301 |
Shares of common stock subject to outstanding options | ||
Class of Stock [Line Items] | ||
Stock options and restricted stock units issued and outstanding (in shares) | 6,987,117 | 6,318,389 |
Shares available for issuance (in shares) | 3,730,380 | 5,194,399 |
Common stock available for the Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Shares available for issuance (in shares) | 1,109,722 | 1,189,513 |
Components of Other Income (Det
Components of Other Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
French research tax credits | $ 353 | $ (1,483) | $ 923 | $ (474) |
Interest income | 2,699 | 1,258 | 5,394 | 2,447 |
Interest expense | (1) | (3) | (1) | (10) |
Loss on currency revaluation | (171) | (82) | (731) | 146 |
Other | (125) | 84 | (82) | 72 |
Other income (loss), net | $ 2,755 | $ (226) | $ 5,503 | $ 2,181 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 22.10% | (1.50%) | 29% | (0.80%) |
Income tax expense | $ 1,627 | $ 125 | $ 1,583 | $ 125 |