Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-38683 | |
Entity Registrant Name | GUARDANT HEALTH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4139254 | |
Entity Address, Address Line One | 3000 Hanover Street | |
Entity Address, City or Town | Palo Alto | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94304 | |
City Area Code | 855 | |
Local Phone Number | 698-8887 | |
Title of 12(b) Security | Common Stock, $0.00001 par value per share | |
Trading Symbol | GH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 101,923,322 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001576280 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 573,604 | $ 492,202 | |
Short-term marketable securities | 388,662 | 440,546 | |
Accounts receivable, net | 84,331 | 97,652 | |
Inventory | 36,613 | 30,674 | |
Prepaid expenses and other current assets, net | 30,070 | 53,052 | |
Total current assets | 1,113,280 | 1,114,126 | |
Long-term marketable securities | 588,453 | 698,034 | |
Property and equipment, net | 151,322 | 124,461 | |
Right-of-use assets, net | 188,607 | 189,443 | |
Intangible assets, net | 13,727 | 14,207 | |
Goodwill | 3,290 | 3,290 | |
Other assets, net | 70,919 | 60,938 | |
Total Assets | [1] | 2,129,598 | 2,204,499 |
Current liabilities: | |||
Accounts payable | 32,230 | 17,580 | |
Accrued compensation | 56,158 | 42,496 | |
Accrued expenses | 51,851 | 45,285 | |
Noncontrolling interest liability | 78,000 | 78,000 | |
Deferred revenue | 10,570 | 11,326 | |
Total current liabilities | 228,809 | 194,687 | |
Convertible senior notes, net | 1,135,463 | 1,134,821 | |
Long-term operating lease liabilities | 225,377 | 226,053 | |
Other long-term liabilities | 6,909 | 3,933 | |
Total Liabilities | [1] | 1,596,558 | 1,559,494 |
Stockholders’ equity: | |||
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2022 and December 31, 2021 | 0 | 0 | |
Common stock, par value of $0.00001 per share; 350,000,000 shares authorized as of March 31, 2022, and December 31, 2021; 101,895,835 and 101,767,446 shares issued and outstanding as of March 31, 2022, and December 31, 2021, respectively | 1 | 1 | |
Additional paid-in capital | 1,682,406 | 1,657,593 | |
Accumulated other comprehensive loss | (18,314) | (4,764) | |
Accumulated deficit | (1,131,053) | (1,007,825) | |
Total Stockholders’ Equity | 533,040 | 645,005 | |
Total Liabilities and Stockholders’ Equity | $ 2,129,598 | $ 2,204,499 | |
[1] | As of March 31, 2022 and December 31, 2021, this balance includes $16.9 million and $20.4 million of assets, respectively, that can be used only to settle obligations of the consolidated variable interest entity, or VIE and VIE’s subsidiaries, and $4.3 million and $4.3 million of liabilities of the consolidated VIE and VIE’s subsidiaries, respectively, for which their creditors do not have recourse to the general credit of the Company. See Note 3, Investment in Joint Venture . |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | |
Preferred stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock issued (in shares) | 0 | 0 | |
Preferred stock outstanding (in shares) | 0 | 0 | |
Common stock, par value (in usd per share) | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | |
Common stock, shares outstanding (in shares) | 101,895,835 | 101,767,446 | |
Common stock, shares issued (in shares) | 101,895,835 | 101,767,446 | |
Assets | [1] | $ 2,129,598 | $ 2,204,499 |
Liabilities | [1] | 1,596,558 | 1,559,494 |
Variable Interest Entity | |||
Assets | 16,900 | 20,400 | |
Liabilities | $ 4,300 | $ 4,300 | |
[1] | As of March 31, 2022 and December 31, 2021, this balance includes $16.9 million and $20.4 million of assets, respectively, that can be used only to settle obligations of the consolidated variable interest entity, or VIE and VIE’s subsidiaries, and $4.3 million and $4.3 million of liabilities of the consolidated VIE and VIE’s subsidiaries, respectively, for which their creditors do not have recourse to the general credit of the Company. See Note 3, Investment in Joint Venture . |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Precision oncology testing | $ 84,136 | $ 63,729 |
Development services and other | 11,963 | 14,936 |
Total revenue | 96,099 | 78,665 |
Costs and operating expenses: | ||
Cost of precision oncology testing | 30,684 | 23,590 |
Cost of development services and other | 1,297 | 5,157 |
Research and development expense | 81,757 | 55,508 |
Sales and marketing expense | 64,432 | 34,338 |
General and administrative expense | 41,267 | 67,935 |
Total costs and operating expenses | 219,437 | 186,528 |
Loss from operations | (123,338) | (107,863) |
Interest income | 778 | 1,551 |
Interest expense | (644) | (646) |
Other income (expense), net | (48) | (290) |
Loss before provision for income taxes | (123,252) | (107,248) |
Provision for (benefit from) income taxes | (24) | 110 |
Net loss | (123,228) | (107,358) |
Adjustment of redeemable noncontrolling interest | 0 | (2,300) |
Net loss attributable to Guardant Health, Inc. common stockholders | (123,228) | (109,658) |
Net loss attributable to Guardant Health, Inc. common stockholders | $ (123,228) | $ (109,658) |
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in usd per share) | $ (1.21) | $ (1.09) |
Net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in usd per share) | $ (1.21) | $ (1.09) |
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in shares) | 101,853 | 100,955 |
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in shares) | 101,853 | 100,955 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (123,228) | $ (107,358) |
Other comprehensive loss, net of tax impact: | ||
Unrealized loss on available-for-sale securities | (12,758) | (706) |
Foreign currency translation adjustments | (792) | (1,087) |
Other comprehensive loss | (13,550) | (1,793) |
Comprehensive loss | (136,778) | (109,151) |
Comprehensive loss attributable to redeemable noncontrolling interest | 0 | (2,300) |
Comprehensive loss attributable to Guardant Health, Inc. | $ (136,778) | $ (111,451) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity (unaudited) - USD ($) $ in Thousands | Total | Cumulative effect adjustment for ASU 2020-06 adoption | Redeemable Noncontrolling Interest | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative effect adjustment for ASU 2020-06 adoption | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative effect adjustment for ASU 2020-06 adoption |
Beginning balance at Dec. 31, 2020 | $ 57,100 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Adjustment of redeemable noncontrolling interest | $ (2,300) | 2,300 | $ (2,300) | ||||||
Ending balance at Mar. 31, 2021 | 59,400 | ||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 100,213,985 | ||||||||
Beginning balance at Dec. 31, 2020 | 1,298,495 | $ (325,966) | $ 1 | $ 1,902,389 | $ (330,403) | $ 2,697 | (606,592) | $ 4,437 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 282,879 | ||||||||
Issuance of common stock upon exercise of stock options | 4,462 | 4,462 | |||||||
Vesting of restricted stock units (in shares) | 588,789 | ||||||||
Vesting of common stock exercised early | 13 | 13 | |||||||
Taxes paid related to net share settlement of restricted stock units | (73,576) | (73,576) | |||||||
Stock-based compensation | 55,069 | 55,069 | |||||||
Adjustment of redeemable noncontrolling interest | (2,300) | $ 2,300 | (2,300) | ||||||
Other comprehensive loss, net of tax impact | (1,793) | (1,793) | |||||||
Net loss | (107,358) | (107,358) | |||||||
Ending balance (in shares) at Mar. 31, 2021 | 101,085,653 | ||||||||
Ending balance at Mar. 31, 2021 | 847,046 | $ 1 | 1,557,954 | 904 | (711,813) | ||||
Beginning balance (in shares) at Dec. 31, 2021 | 101,767,446 | ||||||||
Beginning balance at Dec. 31, 2021 | $ 645,005 | $ 1 | 1,657,593 | (4,764) | (1,007,825) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 105,218 | 105,218 | |||||||
Issuance of common stock upon exercise of stock options | $ 963 | 963 | |||||||
Vesting of restricted stock units (in shares) | 23,171 | ||||||||
Vesting of common stock exercised early | 8 | 8 | |||||||
Taxes paid related to net share settlement of restricted stock units | (957) | (957) | |||||||
Stock-based compensation | 24,799 | 24,799 | |||||||
Other comprehensive loss, net of tax impact | (13,550) | (13,550) | |||||||
Net loss | (123,228) | (123,228) | |||||||
Ending balance (in shares) at Mar. 31, 2022 | 101,895,835 | ||||||||
Ending balance at Mar. 31, 2022 | $ 533,040 | $ 1 | $ 1,682,406 | $ (18,314) | $ (1,131,053) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (123,228) | $ (107,358) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 7,201 | 5,010 |
Non-cash operating lease costs | 6,949 | 3,932 |
Re-valuation of contingent consideration | 2,390 | 0 |
Non-cash stock-based compensation | 24,799 | 55,069 |
Amortization of debt issuance costs | 642 | 641 |
Amortization of premium (discount) on marketable securities | 2,449 | 3,259 |
Other | 21 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 13,299 | 5,260 |
Inventory | (5,937) | (6,160) |
Prepaid expenses and other current assets, net | 21,882 | 521 |
Other assets, net | 3,846 | 1,202 |
Accounts payable | (753) | 11,986 |
Accrued compensation | 13,662 | 8,900 |
Accrued expenses and other liabilities | 8,022 | 4,399 |
Operating lease liabilities | (3,106) | (2,762) |
Deferred revenue | (757) | (190) |
Net cash used in operating activities | (28,619) | (16,291) |
INVESTING ACTIVITIES: | ||
Purchase of marketable securities | (163,742) | (70,654) |
Maturity of marketable securities | 310,000 | 204,110 |
Purchase of non-marketable equity and other related investments | (12,750) | 0 |
Purchase of property and equipment | (22,700) | (9,586) |
Net cash provided by investing activities | 110,808 | 123,870 |
FINANCING ACTIVITIES: | ||
Payments made on finance lease obligations | (18) | (55) |
Proceeds from issuance of common stock upon exercise of stock options | 963 | 4,462 |
Taxes paid related to net share settlement of restricted stock units | (957) | (73,576) |
Payment of offering costs related to borrowings on convertible senior notes | 0 | (784) |
Net cash used in financing activities | (12) | (69,953) |
Net effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (792) | (1,087) |
Net increase in cash, cash equivalents and restricted cash | 81,385 | 36,539 |
Cash, cash equivalents and restricted cash—Beginning of period | 492,288 | 832,977 |
Cash, cash equivalents and restricted cash—End of period | 573,673 | 869,516 |
Supplemental Disclosures of Cash Flow Information: | ||
Operating lease liabilities arising from obtaining right-of-use assets | 3,940 | 170,847 |
Supplemental Disclosures of Noncash Investing and Financing Activities: | ||
Purchase of property and equipment included in accounts payable and accrued expenses | 19,751 | 5,881 |
Property and equipment acquired under finance leases | 0 | 238 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 573,604 | 869,372 |
Restricted cash – included in other assets, net | 69 | 144 |
Total cash, cash equivalents and restricted cash | $ 573,673 | $ 869,516 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessGuardant Health, Inc., or the Company, is a leading precision oncology company focused on helping conquer cancer globally through use of its proprietary tests, vast data sets and advanced analytics. Today the Company's proprietary tests are helping to realize the full potential of precision oncology by providing patients and their doctors critical insights that can inform decisions at all stages of the disease, from detecting early signs of cancer, to monitoring cancer recurrence, to guiding treatment decisions. By looking at the unique dimensions of cancer found in blood, including genomic alterations, methylation, and fragmentomics, the Company is unlocking insights that can increasingly help patients across all stages of cancer, including at its earliest, when it’s most treatable. The Company provides its Guardant360 LDT, Guardant360 CDx and GuardantOMNI blood-based tests and Guardant360 TissueNext tissue-based tests for advanced stage cancer, Guardant Reveal blood-based tests to detect residual and recurring disease in Stage II-III colorectal cancer patients, and Guardant360 Response blood-based tests to predict patient response to immunotherapy or targeted therapy 8 weeks earlier than current standard-of-care imaging. In April 2022, the Company presented new data from its broad portfolio of blood tests at the American Association for Cancer Research Annual Meeting which demonstrated the ability of the Company’s investigational next-generation Guardant SHIELD multi-cancer assay to accurately detect early-stage cancers and identify the tumor tissue of origin with high accuracy. To help identify cancer at the earliest stages, in May 2022, the Company launched Shield LDT, a blood-based test to detect early signs of colorectal cancer in average-risk adults age 45 or older who show no symptoms and are not up to date with recommended screening guidelines. From a simple blood draw, the test uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. Using data collected from the Company's tests, the Company has also developed the GuardantINFORM platform to further accelerate precision oncology drug development by biopharmaceutical companies by offering them an in-silico research platform to further unlock insights into tumor evolution and treatment resistance across various biomarker-driven cancers.The Company was incorporated in Delaware in December 2011 and is headquartered in Palo Alto, California. In May 2018, the Company formed and capitalized Guardant Health AMEA, Inc., or the Joint Venture, in the United States with an affiliate of SoftBank Vision Fund (AIV M1) L.P., or SoftBank. Under the terms of the joint venture agreement, the Company holds a 50% ownership interest in the Joint Venture. In November 2021, the Company exercised its call right contained in the Joint Venture agreement with SoftBank to purchase all of the shares held by SoftBank and its affiliates (see Note 3, Investment in Joint Venture). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. The accompanying condensed consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture and majority owned subsidiaries. Other stockholders’ interests in the Joint Venture are shown in the condensed consolidated financial statements as noncontrolling interest liability. All significant intercompany balances and transactions have been eliminated in consolidation. The Company believes that its existing cash and cash equivalents and marketable securities as of March 31, 2022, will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying condensed consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for (benefit from) income taxes, including related reserves, valuation of non-marketable securities, valuation of redeemable noncontrolling interest and noncontrolling interest liability, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates. The severity of the impact on the Company's business for the remainder of calendar year 2022 and beyond will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, and the impact of any variants of the virus, the extent and severity of the impact on the Company's customers and suppliers, the continued disruption to demand for the Company's products and services, and the impact of the global business and economic environment on liquidity and the availability of capital, all of which are uncertain and cannot be predicted. Unaudited Interim Condensed Financial Statements The accompanying condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations for the three months ended March 31, 2022, and 2021, the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2022, and 2021, the condensed consolidated statements of redeemable noncontrolling interest and stockholders’ equity for the three months ended March 31, 2022, and 2021, and cash flows for the three months ended March 31, 2022, and 2021, and the related interim condensed consolidated disclosures are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended, or the Securities Act. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Foreign Currency The functional currency of the subsidiaries of the consolidated Joint Venture is the local currency. The assets and liabilities of the subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date, with the resulting translation adjustments recorded to a separate component of accumulated other comprehensive loss within stockholders’ equity. Income and expense accounts are translated at average exchange rates during the period. Foreign currency transaction gains and losses resulting from transactions denominated in a currency other than the functional currency are recognized in the condensed consolidated statements of operations. For the three months ended March 31, 2022, and 2021, foreign currency transaction gains and losses were immaterial. Restricted Cash Restricted cash consists of payroll withholding related to the Company's enrollment in certain voluntary disability insurance plan. Restricted cash balance was $0.1 million and $0.1 million as of March 31, 2022, and December 31, 2021, respectively, which was included in other assets in the accompanying condensed consolidated balance sheets. Non-Marketable Securities The Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investee. The Company's non-marketable equity and other related investments totaled $52.2 million and $39.4 million as of March 31, 2022, and December 31, 2021, respectively, and are included in other assets, net on the accompanying condensed consolidated balance sheets. Non-marketable securities are subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment, qualitative and quantitative analysis of the operating performance of the investee; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. Pursuant to one of the investments in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022. As of March 31, 2022, no impairment or downward adjustments to the carrying value of non-marketable securities have been recorded. The Company’s assessment of these factors in determining whether an impairment exists could change in the future due to new developments or changes in applied assumptions. Concentration of Risk The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the condensed consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company also invests in investment-grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after-tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other in the United States and are primarily with biopharmaceutical companies with high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at net amount. A significant customer is a biopharmaceutical customer or a clinical testing payer that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective condensed consolidated balance sheet date, are as follows: Revenue Accounts Receivable, Net Three Months Ended March 31, March 31, 2022 December 31, 2021 2022 2021 (unaudited) (unaudited) Customer A 30 % 25 % 10 % 13 % Customer B * * 11 % 10 % Customer C * * * 13 % Customer D * * 16 % * * less than 10% The Company is also subject to credit risk from its other receivables and other assets. The Company's other receivables and other assets include payments due from a third-party in relation to the settlement of a patent dispute reached in August 2020 for $8.0 million payable over a period of 6 years. In December 2020, the Company received the first installment payment of $1.0 million, and in December 2021, the Company received the second installment payment of $1.1 million. The Company has evaluated and recorded a credit loss for the remaining $5.9 million considering the third-party's credit worthiness and lack of financial history. The following table presents the receivable and the related credit loss amounts: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Prepaid expenses and other current assets: Gross Amount $ 1,100 $ — Allowance for Credit Losses (1,100) — Net Amount $ — $ — Other assets: Gross Amount $ 4,800 $ 5,900 Allowance for Credit Losses (4,800) (5,900) Net Amount $ — $ — The following table summarizes the allowance for credit losses activities: Three Months Ended March 31, 2022 2021 (unaudited) (in thousands) Prepaid expenses and other current assets: Allowance for credit losses—Beginning of period $ — $ — Reclassification 1,100 1,100 Allowance for credit losses—End of period $ 1,100 $ 1,100 Other assets: Allowance for credit losses—Beginning of period $ 5,900 $ 7,000 Reclassification (1,100) (1,100) Allowance for credit losses—End of period $ 4,800 $ 5,900 Accounts Receivable, Net Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes and international distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of March 31, 2022, and December 31, 2021, the Company had unbilled receivables of $3.1 million and $5.7 million, respectively. The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of March 31, 2022, and December 31, 2021, the Company had immaterial allowance for credit losses related to its accounts receivable. Asset Acquisition If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. Transaction costs allocated to in-process research and development technology with no future alternate use is expensed as incurred. The total consideration is allocated to the various intangible assets acquired on a relative fair value basis. Cash paid in connection of purchase of in-process research and development technology in an asset acquisition is presented within the investing section of the condensed consolidated statement of cash flows. Goodwill and Intangible Assets, net Intangible assets related to in-process research and development costs, or IPR&D, acquired in a business combination are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill and IPR&D are not amortized but are tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate their value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill was tested for impairment at the enterprise level. As of March 31, 2022, there has been no impairment of goodwill or IPR&D. Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill and the acquired IPR&D. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 6—12 years. Post-acquisition Contingent Consideration Post-acquisition contingent consideration is recognized over the service period, subject to meeting the respective service requirements and performance metrics. For the three months ended March 31, 2022, and 2021, the Company recorded post-acquisition contingent consideration expense of $2.1 million and zero, respectively, in research and development expenses on the Company's condensed consolidated statement of operations. Leases The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Convertible Senior Notes Upon early adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021, the Company reclassified the carrying amount of the equity component of the cash conversion feature including the allocated debt issuance costs from additional paid-in capital to convertible senior notes, net. Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method. Revenue Recognition The Company derives revenue from the provision of precision oncology testing services provided to its ordering physicians and biopharmaceutical customers, as well as from biopharmaceutical research and development services provided to its biopharmaceutical customers. Precision oncology testing services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services and other include companion diagnostic development, clinical study setup, monitoring and maintenance, information solutions and laboratory services, and other miscellaneous revenue streams. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes and international distributors. Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Precision oncology testing The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers 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 portfolio 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 months ended March 31, 2022, and 2021, the Company recorded $2.0 million and $5.1 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to samples processed in previous periods, including revenue received from successful appeals of reimbursement denials, net of recoupments. Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers. Development services and other The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations. The Company collaborates with pharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For development services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of the Company's development services contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied such that it is probable a significant reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price. The Company recognizes development services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s condensed consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other. The Company also has other miscellaneous revenue streams that are recognized in addition to development services noted above such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect, GuardantINFORM, and kits fulfillment related revenues. Revenues related to clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect, and GuardantINFORM are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed. Kits fulfillment related revenues are recognized when such products are delivered. In addition, the Company derives sales-based royalty revenues from licensing its technologies. Royalty revenues are recognized in the period when royalty-bearing sales occur. Contracts with multiple performance obligations Contracts with biopharmaceutical customers may include multiple distinct performance obligations, such as provision of precision oncology testing, biopharmaceutical research and development services, and clinical study enrollment assistance, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin. Deferred revenue Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company's performance of the related services. Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of March 31, 2022, and December 31, 2021, the deferred revenue balance was $10.6 million and $11.3 million, respectively. Revenue recognized in the three months ended March 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $3.5 million, and revenue recognized in the three months ended March 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $5.0 million, respectively. Transaction price allocated to the remaining performance obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 12 months. Costs of Precision Oncology Testing Cost of precision oncology testing generally consists of cost of materials, direct labor including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, quality control analyses and shipping charges to transport blood samples), freight, curation of test results for physicians and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, rent costs, amortization of leasehold improvements and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the applicable patent rights. Cost of Development Services and Other Cost of development service and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers and other revenues included as noted above. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other. Research and Development Expenses Research and development expenses are comprised of costs incurred to develop technology and include compensation and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses, including |
Investment in Joint Venture
Investment in Joint Venture | 3 Months Ended |
Mar. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Joint Venture | Investment in Joint Venture Variable Interest Entity, or VIE In May 2018, the Company and an affiliate of SoftBank formed and capitalized the Joint Venture for the sale, marketing and distribution of the Company’s tests in all areas worldwide, outside of North America, Central America, South America, the United Kingdom, all other member states of the European Union as of May 9, 2017, Iceland, Norway, Switzerland and Turkey. The Company expects to rely on the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa. Under the terms of the joint venture agreement, the Company paid $9.0 million for 40,000 shares of common stock, or 50% ownership interest, of the Joint Venture, and the affiliate of SoftBank contributed $41.0 million for 40,000 shares of common stock, or the other 50% ownership interest, of the Joint Venture. In June 2020, an amended and restated certificate of incorporation of the Joint Venture, as approved by the board of directors of the Joint Venture, was filed with the Secretary of State of the State of Delaware. The amended and restated certificate of incorporation, among other things, increased the number of authorized shares of common stock to 89,000,000 shares consisting of 80,000,000 shares of Class A common stock and 9,000,000 shares of Class B (non-voting) common stock; and authorized 80,000,000 shares of Series A preferred stock. Pursuant to the amended and restated certificate of incorporation, each share of common stock held by the Company and the affiliate of SoftBank was reclassified and exchanged for 1,000 shares of Series A preferred stock. As a result, each of the Company and the affiliate of SoftBank held 40,000,000 shares of Series A preferred stock. The holders of Series A preferred stock are entitled to receive dividends at the rate of $0.05 per share if and when declared by the board of directors of the Joint Venture. In June 2020, the board of directors of the Joint Venture authorized the adoption of the Joint Venture’s 2020 Equity Incentive Plan pursuant to which 4,595,555 shares of Class B common stock have been reserved for issuance. As of March 31, 2022, and December 31, 2021, 1,184,428 and 602,408 shares of Class B common stock have been issued and outstanding, respectively, and no shares of Class A common stock have been issued and outstanding. As of March 31, 2022, and December 31, 2021, 80,000,000 shares of Series A preferred stock have been issued and outstanding. Under the terms of the joint venture agreement, neither party is obligated to make any further capital contribution, in cash or otherwise, to the Joint Venture. The Joint Venture is deemed to be a VIE and the Company has been identified as the VIE’s primary beneficiary. As the primary beneficiary, the Company has consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances have been eliminated in consolidation. As of March 31, 2022, and December 31, 2021, the Joint Venture had total assets of approximately $16.9 million and $20.4 million, respectively, which were primarily comprised of cash, property and equipment and right-of-use assets. Although the Company consolidates the Joint Venture, the legal structure of the Joint Venture limits the recourse that its creditors will have over the Company’s general credit or assets. Similarly, the assets held in the Joint Venture can be used only to settle obligations of the Joint Venture. As of March 31, 2022, and December 31, 2021, the Company has not provided financial or other support to the Joint Venture that was not previously contracted or required. Put-call arrangements The joint venture agreement includes a put-call arrangement with respect to the shares of the Joint Venture held by SoftBank and its affiliates. Under certain specified circumstances and on terms specified in the joint venture agreement, including timely written notice, SoftBank has the right to cause the Company to purchase all shares of the Joint Venture held by SoftBank and its affiliates, or the put right, and the Company has a right to purchase all such shares, or the call right. In November 2021, the Company exercised its call right contained in the joint venture agreement with SoftBank to purchase all of the shares held by SoftBank and its affiliates in consideration for the payment of the aggregate purchase price to be determined based on an independent third-party valuation. Upon the Company's exercise of the call right in November 2021, SoftBank no longer has the option to exercise its put right. The Company and SoftBank have initiated a process to determine the independent valuation of the Joint Venture, which includes the appointment of independent appraisers by both SoftBank and the Company. As of March 31, 2022, the estimated aggregate purchase price was $78.0 million, which represented the minimum contractual purchase price and was recorded in current liabilities in the Company’s condensed consolidated balance sheet. The minimum aggregate purchase price has been calculated based on a 20% annual internal rate of return on the $41.0 million of capital invested by SoftBank in May 2018 as stipulated in the joint venture agreement up through the date the Company exercised the call right. The Company expects to complete this transaction before the end of the second quarter of 2022. The Company may pay the purchase price for the shares of the Joint Venture in cash, in shares of its capital stock (which may be a non-voting security with senior preferences to all other classes of its equity or, if its common stock is publicly traded on a national exchange, its common stock), or in a combination thereof, based on SoftBank’s election. Prior to November 2021, the noncontrolling interest held by SoftBank contained embedded put-call redemption features that were not solely within the Company’s control and had been classified outside of permanent equity in the consolidated balance sheets. The put-call feature embedded in the redeemable noncontrolling interest did not require bifurcation as it did not meet the definition of a derivative and was considered to be clearly and closely related to the redeemable noncontrolling interest. The Company elected to recognize the changes in redemption value immediately as they occur as if the put-call redemption feature were exercisable at the end of the reporting period. The carrying value of the redeemable noncontrolling interest was first adjusted for the earnings or losses attributable to the redeemable noncontrolling interest based on the percentage of the economic or ownership interest retained in the consolidated VIE by the noncontrolling parties, and then adjusted to equal to its redemption amount, or the fair value of the noncontrolling interest held by SoftBank, as if the redemption occurred at the end of the reporting date. The adjustment of redeemable noncontrolling interest was recorded as an adjustment to net loss attributable to Guardant Health, Inc. common stockholders in the Company's condensed consolidated statement of operations. |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Condensed Consolidated Balance Sheet Components | Condensed Consolidated Balance Sheet Components Property and Equipment, Net Property and equipment, net consist of the following: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Machinery and equipment $ 69,583 $ 63,022 Leasehold improvements 75,295 38,702 Computer hardware 21,787 16,685 Construction in progress (1) 37,104 55,873 Furniture and fixtures 7,596 3,683 Computer software 1,439 1,320 Property and equipment, gross $ 212,804 $ 179,285 Less: accumulated depreciation (61,482) (54,824) Property and equipment, net $ 151,322 $ 124,461 (1) As of March 31, 2022, and December 31, 2021, $16.2 million and $45.8 million of construction in progress was related to leasehold improvements, furniture and equipment for the office in Palo Alto, California, respectively. In February 2022, part of the Palo Alto office was put in service and related construction in progress was transferred to fixed assets. Depreciation expense related to property and equipment was $6.7 million and $4.5 million for the three months ended March 31, 2022, and 2021, respectively. Accrued Expenses Accrued expenses consist of the following: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Operating lease liabilities $ 16,556 $ 12,856 Accrued tax liabilities 4,401 4,223 Accrued professional services 8,410 6,994 Accrued clinical studies 5,151 3,332 Accrued legal expenses 6,429 4,166 Purchases of property and equipment included in accrued expenses 1,349 5,893 Others 9,555 7,821 Total accrued expenses $ 51,851 $ 45,285 |
Fair Value Measurements, Cash E
Fair Value Measurements, Cash Equivalents and Marketable Securities | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Cash Equivalents and Marketable Securities | Fair Value Measurements, Cash Equivalents and Marketable Securities Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, accounts payable and accrued expenses. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 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. Level 3 - 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 Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: March 31, 2022 Fair Value Level 1 Level 2 Level 3 (unaudited) (in thousands) Financial Assets: Money market funds $ 447,032 $ 447,032 $ — $ — Total cash equivalents $ 447,032 $ 447,032 $ — $ — U.S. government debt securities $ 388,662 $ — $ 388,662 $ — Total short-term marketable securities $ 388,662 $ — $ 388,662 $ — U.S. government debt securities $ 588,453 $ — $ 588,453 $ — Total long-term marketable securities $ 588,453 $ — $ 588,453 $ — Total $ 1,424,147 $ 447,032 $ 977,115 $ — Financial Liabilities: Contingent consideration $ 6,015 $ — $ — $ 6,015 Total $ 6,015 $ — $ — $ 6,015 December 31, 2021 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 357,785 $ 357,785 $ — $ — Total cash equivalents $ 357,785 $ 357,785 $ — $ — U.S. government debt securities $ 440,546 $ — $ 440,546 $ — Total short-term marketable securities $ 440,546 $ — $ 440,546 $ — U.S. government debt securities $ 698,034 $ — $ 698,034 $ — Total long-term marketable securities $ 698,034 $ — $ 698,034 $ — Total $ 1,496,365 $ 357,785 $ 1,138,580 $ — Financial Liabilities: Contingent consideration $ 3,625 $ — $ — $ 3,625 Total $ 3,625 $ — $ — $ 3,625 The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data and other observable inputs. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Acquisition-related contingent consideration is measured at fair value on a quarterly basis and change in estimated contingent consideration to be paid are included in operating expenses in the condensed consolidated statements of operations. The fair value of acquisition-related contingent consideration is estimated using a multiple-outcome discounted cash flow valuation technique. Contingent consideration is classified within Level 3 of the fair value hierarchy, as it is based on a probability that includes significant unobservable inputs. The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization milestones, and discount rate to present value the expected payments. A significant change in any of these input factors in isolation could have a material impact to fair value measurement. As of March 31, 2022, the Company recorded contingent consideration liability of $6.0 million, of which $4.5 million is considered long-term and was recorded within other long-term liabilities on the accompanying condensed consolidated balance sheets. As of December 31, 2021, the Company recorded contingent consideration liability of $3.6 million within other long-term liabilities on the accompanying condensed consolidated balance sheets. As of March 31, 2022, and December 31, 2021, the fair value of the noncontrolling interest liability is considered to be a Level 3 measurement and was determined based on an annual internal rate of return of 20% on the initial amount of $41.0 million invested by SoftBank in May 2018, to the date of Company's exercising the call right in November 2021. The following table summarizes the activities for the Level 3 financial instruments: Noncontrolling Interest Liability Redeemable Noncontrolling Interest Contingent Consideration Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, 2022 2021 2022 2021 (unaudited) (in thousands) Fair value — beginning of period $ 78,000 $ 57,100 $ 3,625 $ 1,245 Increase in fair value — 4,287 2,390 — Net loss for the period — (1,987) — — Fair value — end of period $ 78,000 $ 59,400 $ 6,015 $ 1,245 The Company considers the fair value of the Convertible Notes as of March 31, 2022, and December 31, 2021, to be a Level 2 measurement. The fair value of the Convertible Notes is primarily affected by the trading price of the Company's common stock and market interest rates. As such, the carrying value of the Convertible Notes does not reflect the market rate. See Note 7, Debt , for additional information related to the fair value of the Convertible Notes. Cash Equivalents and Marketable Securities The following tables summarizes the Company’s cash equivalents and marketable securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category: March 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (unaudited) (in thousands) Money market fund $ 447,032 $ — $ — $ 447,032 U.S. government debt securities 993,465 — (16,350) 977,115 Total $ 1,440,497 $ — $ (16,350) $ 1,424,147 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market fund $ 357,785 $ — $ — $ 357,785 U.S. government debt securities 1,142,172 2 (3,594) 1,138,580 Total $ 1,499,957 $ 2 $ (3,594) $ 1,496,365 There have been no material realized gains or losses on marketable securities for the periods presented. None of the Company’s investments in marketable securities has been in an unrealized loss position for more than one year. The Company determined that it did have the ability and intent to hold all marketable securities that have been in a continuous loss position until maturity or recovery and the loss position was temporary due to market volatility, thus there has been no recognition of credit losses in the three months ended March 31, 2022, and 2021, respectively. The maturities of the Company’s long-term marketable securities range from 1.0 to 1.8 years as of March 31, 2022. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | Intangible Assets, Net and Goodwill The following table presents details of purchased intangible assets as of March 31, 2022, and December 31, 2021: March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (unaudited) (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,746) $ 9,140 8.5 Non-compete agreements and other covenant rights 5,100 (2,113) 2,987 3.7 Total intangible assets subject to amortization 16,986 (4,859) 12,127 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,859) $ 17,017 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,473) $ 9,413 8.8 Non-compete agreements and other covenant rights 5,100 (1,906) 3,194 3.9 Total intangible assets subject to amortization 16,986 (4,379) 12,607 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,379) $ 17,497 Amortization of finite-lived intangible assets was $0.5 million and $0.5 million for the three months ended March 31, 2022, and 2021, respectively. The following table summarizes estimated future amortization expense of finite-lived intangible assets, net: Year Ending December 31, (unaudited) (in thousands) Remainder of 2022 $ 1,467 2023 1,947 2024 1,953 2025 1,670 2026 1,212 2027 and thereafter 3,878 Total $ 12,127 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In November 2020, the Company issued $1.15 billion principal amount of its 0% Convertible Senior Notes due 2027, or the 2027 Notes. The 2027 Notes do not bear interest, and the principal amount of the Notes will not accrete. However, special interest and additional interest may accrue on the 2027 Notes at a rate per annum not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events such as the failure to file certain reports to the Securities and Exchange Commission, or to remove certain restrictive legends from the Notes. The Notes will mature on November 15, 2027, unless repurchased, redeemed or converted earlier. Before August 15, 2027, holders of the 2027 Notes will have the right to convert their 2027 Notes only under the following circumstances: • during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2021, if the last reported sale price of the Company's common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, or the sale price condition; • during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day; or • upon the occurrence of specified corporate events From and after August 15, 2027, holders of the 2027 Notes may convert their 2027 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of 2027 Notes, which represents an initial conversion price of approximately $139.82 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Company may not redeem the 2027 Notes at its option at any time before November 20, 2024. The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock. Since the 2027 Notes were not convertible as of March 31, 2022, the net carrying amount of the 2027 Notes was classified as a long-term liability. The following table sets forth the net carrying amounts of the 2027 Notes as of March 31, 2022, and December 31, 2021: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Liability component: Principal $ 1,150,000 $ 1,150,000 Less: debt issuance costs, net of amortization (14,537) (15,179) Net carrying amount $ 1,135,463 $ 1,134,821 The total estimated fair value of the 2027 Notes was $0.9 billion and $1.2 billion as of March 31, 2022, and December 31, 2021, respectively. The fair value was determined based on the closing trading price per $100 of the 2027 Notes as of the last day of trading for the period. The interest expense recognized in relation to amortization of debt issuance costs was $0.6 million and $0.6 million for the three months ended March 31, 2022, and 2021, respectively, which represented an effective interest rate of 0.2% and 0.2% for the three months ended March 31, 2022, and 2021, respectively. Note Hedges To minimize the impact of potential economic dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions, or the 2027 Note Hedges, with respect to its common stock concurrent with the issuance of the Notes. The 2027 Note Hedges cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The strike price of the 2027 Note Hedges will initially be approximately $182.60 per share, which represents a premium of 75% over the last reported sale price of the Company’s common stock of $104.34 per share on November 16, 2020, and is subject to certain adjustments under the terms of the 2027 Note Hedges. The 2027 Note Hedges will expire upon maturity of the 2027 Notes. The 2027 Note Hedges are separate transactions and are not part of the terms of the 2027 Notes. Holders of the 2027 Notes will not have any rights with respect to the 2027 Note Hedges. The shares receivable related to the 2027 Note Hedges are excluded from the calculation of diluted earnings per share as they are anti-dilutive. As these transactions meet certain accounting criteria, the 2027 Note Hedges are recorded in stockholders’ equity and are not accounted for as derivatives. The Company paid an aggregate amount of $90.0 million for the 2027 Note Hedges, which has been recorded as a reduction to additional paid-in capital and will not be remeasured. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | LeasesThe Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 1 year to 12 years some of which include one or more options to renew. As leases approach maturity, the Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew the lease, as such, the Company does not include renewal options in its lease terms for calculating its lease liability, as the renewal options allow it to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at the time of the lease commencement. In July 2020, the Company entered into two lease agreements for additional office space in Palo Alto, California, or the Palo Alto Lease, and in San Diego, California, or the San Diego Lease. The San Diego Lease has a term of 8 years with rent payments commencing in May 2022. The Palo Alto Lease has a term of 12 years with an option to renew the lease term for an additional ten years which has not been considered in the determination of ROU or the lease liability as the Company does not consider it reasonably certain of exercising the renewal option. After the initial payment of $0.9 million in February 2022, the remaining rent payments for the Palo Alto Lease will commence in June 2022. Both leases consist of fixed and variable payments and are being accounting for as operating leases. The Company took possession of these facilities in March 2021. The Company estimated the incremental borrowing rate to determine the present value of lease payments for the San Diego and Palo Alto leases using trading data of the Company's convertible debt adjusted for credit rating and market yield curves. Operating lease expense was $6.9 million and $3.9 million for the three months ended March 31, 2022, and 2021, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes). March 31, 2022 December 31, 2021 (unaudited) Weighted-average remaining lease term (in years) 9.7 10.0 Weighted-average discount rate 4.02 % 4.01 % The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of March 31, 2022: Year Ending December 31, (unaudited) (in thousands) Remainder of 2022 $ 17,030 2023 30,363 2024 32,891 2025 32,238 2026 27,753 2027 and thereafter 149,637 Total operating lease payments $ 289,912 Less: imputed interest (47,979) Total operating lease liabilities $ 241,933 Finance leases are not material to the Company's condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters. For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, patent infringement, violation of employment practices and trademark infringement. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. The Company cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on the Company because of diversion of management time and attention as well as the financial costs related to resolving such disputes. The Company and its affiliates are parties to the legal claims and proceedings described below. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations. Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for the Company to determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over a number of years. The Company reviews loss contingencies at least quarterly to determine whether the loss probability has changed and whether it can make a reasonable estimate of the possible loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability in the amount of its estimate for the ultimate loss. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Intellectual Property Disputes In August 2021, TwinStrand Biosciences, Inc., or TwinStrand Biosciences, and the University of Washington filed a patent infringement suit in the United States District Court for the District of Delaware alleging that the Company infringes U.S. Patent Nos. 10,287,631; 10,689,699; 10,752,951; and 10,760,127. The Company answered the complaint in October 2021, denying TwinStrand Biosciences’ allegations and asserted counterclaims of invalidity, unenforceability due to inequitable conduct and infringement of four of the Company’s patents. Discovery in the case is ongoing and trial is scheduled to commence in November 2023. In March 2022, Illumina Inc., or Illumina, filed suit in the United States District Court for the District of Delaware against the Company and its Co-Chief Executive Officers, Dr. Helmy Eltoukhy, or Dr. Eltoukhy, and Dr. AmirAli Talasaz, or Dr. Talasaz, or collectively the Defendants, alleging that Illumina is the owner of certain of the Company’s patents and patent applications, and that the Defendants allegedly misappropriated Illumina trade secrets. Illumina also alleges that Drs. Eltoukhy and Talasaz breached various Illumina employment contracts, company policies, and implied covenants of good faith and fair dealing as part of their former employment with Illumina prior to starting the Company. Illumina is requesting unspecified compensatory and punitive damages, attorneys’ fees, and specific performance in the form of a declaration of ownership and assignment of intellectual property filed for or obtained by the Defendants that derives from the alleged misuse of Illumina confidential information. The Defendants deny the allegations of misconduct. The court has not yet entered a scheduling order. False Advertising Dispute In May 2021, the Company also filed a lawsuit against Natera, Inc., or Natera, in the United States District Court for the Northern District of California, wherein the Company alleged that Natera is misleading healthcare providers about the performance of the Company’s new oncology test, Guardant Reveal, by suggesting the test is inaccurate and/or insensitive, and inferior to Natera’s Signatera assay. The Company is seeking an injunction to prevent Natera from continuing to make false and misleading statements and to require Natera to take corrective actions. Natera has asserted counterclaims of false and misleading statements, false advertising, unlawful trade practices and unfair competition. The Company moved to dismiss Natera’s counterclaims, and in January 2022, the court granted in part and denied in part the Company's motion to dismiss. Discovery is ongoing and trial is scheduled to commence in February 2023. Civil Investigative Demand In January 2022, the Company received a Civil Investigative Demand, or CID, from the United States Attorney for the Northern District of California in connection with an investigation under the False Claims Act. The CID requests information and documents regarding billing of government-funded programs for the Company’s panel of genetic tests known as Guardant360. The Company is fully cooperating with the investigation. At this time, the Company is unable to predict the outcome of this investigation. |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Common Stock | Common StockThe Company’s common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors, or the Board of Directors. As of March 31, 2022, and December 31, 2021, no dividends on the Company's common stock had been declared by the Board of Directors. The Company’s common stock has been reserved for the following potential future issuances: March 31, 2022 December 31, 2021 (unaudited) Shares underlying outstanding stock options 2,509,506 2,624,974 Shares underlying unvested restricted stock units 1,506,378 1,498,553 Market-based restricted stock units 2,260,764 2,260,764 Performance-based restricted stock units 345,082 374,596 Shares available for issuance under the 2018 Incentive Award Plan 8,925,158 5,231,624 Shares available for issuance under the 2018 Employee Stock Purchase Plan 1,426,264 1,426,264 Total 16,973,152 13,416,775 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Option Activity A summary of the Company’s stock option activity under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, and the 2018 Incentive Award Plan, or the 2018 Plan, and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (unaudited) (in thousands) Balance as of January 1, 2022 5,231,624 2,624,974 $ 29.17 6.5 $ 193,014 2018 Plan annual increase (1) 3,689,000 — Granted (7,252) 7,252 62.10 Exercised — (105,218) 5.94 Canceled 13,268 (17,502) 74.71 Restricted stock units granted (128,855) — — Restricted stock units canceled 97,859 — — Performance-based restricted stock units canceled 29,514 — — Balance as of March 31, 2022 8,925,158 2,509,506 $ 29.92 6.3 $ 115,462 Vested and Exercisable as of March 31, 2022 1,957,910 $ 12.56 5.6 $ 109,604 (1) Effective as of January 1, 2022, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of an automatic annual increase provision therein. Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $7.3 million and $38.3 million for the three months ended March 31, 2022, and 2021, respectively. The weighted-average grant date fair value of options granted was $36.32 and $101.21 per share for the three months ended March 31, 2022, and 2021, respectively. Future stock-based compensation for unvested options as of March 31, 2022 was $27.9 million, which is expected to be recognized over a weighted-average period of 2.9 years. Restricted Stock Units A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan and the 2018 Plan and related information is as follows: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2022 1,498,553 $ 109.72 Granted 128,855 62.10 Vested and released (23,171) 105.58 Canceled (97,859) 108.53 Balance as of March 31, 2022 1,506,378 $ 105.78 Future stock-based compensation for unvested restricted stock units as of March 31, 2022 was $130.1 million, which is expected to be recognized over a weighted-average period of 3.0 years. Performance-based Restricted Stock Units Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, under the 2018 Plan. The PSUs granted to employees consist of financial and operational metrics to be met over a performance period of 4 years and an additional service period requirement of six months after the performance metrics are met. The PSUs granted to a consultant consistent of operational metrics to be met over a performance period of 4 years. The PSUs are expected to be expensed over a period of approximately 4 years to 4.5 years subject to meeting the respective performance metrics and service requirements. As of March 31, 2022, a significant portion of these PSUs are not expected to achieve the related performance metrics, and therefore, no stock-based compensation expense was recorded for the PSUs that were not probable to vest. A summary of the Company’s performance-based restricted stock unit activity under the 2018 Plan and related information is as follows: Performance-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2022 374,596 $ 116.58 Canceled (29,514) 113.40 Balance as of March 31, 2022 345,082 $ 116.86 Stock-based compensation recorded for the PSUs was $0.3 million and $0.3 million for the three months ended March 31, 2022, and 2021, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of March 31, 2022 was $3.5 million, which is expected to be recognized over a weighted-average period of 2.9 years. Market-based Restricted Stock Units In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The share price goal can be met any time during the seven-year performance period from the date of grant. Upon vesting, the MSUs must be held for a period of six control price goal, or when there is a qualifying termination or in the event of death or disability. The following table presents additional information relating to each MSU award: Tranche Price Goal Number of RSUs Tranche 1 $120 per share 565,192 Tranche 2 $150 per share 565,191 Tranche 3 $200 per share 565,191 The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche is recognized based on an accelerated attribution method over the estimated derived service period. If the related share price goal is achieved earlier than its expected derived service period, the stock-based compensation expense will be recognized as a cumulative catch-up expense from the grant date to that point in time in achieving the share price goal. The derived service period is the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The Monte Carlo valuation model uses assumptions such as volatility, risk-free interest rate, cost of equity and dividend estimated for the performance period of the MSU. The weighted-average grant date fair value of the MSUs was $67.00 per share and the weighted-average derived service period was estimated to be in the range of 0.83 – 2.07 years. On January 1, 2021, Tranche 1 of the MSUs became vested because it had met both service requirement and market-based performance metrics as the predetermined share price goal of $120 per share was achieved for a period of 30 consecutive calendar days. As of March 31, 2022 and December 31, 2021, 2,260,764 shares of market-based restricted stock units, with a weighted-average grant date fair value of $65.20 per share, were outstanding under the 2018 Plan. No MSUs were granted, vested or canceled during the three months ended March 31, 2022. Stock-based compensation for the MSUs was $8.5 million and $43.9 million, for the three months ended March 31, 2022, and 2021, respectively, which was recorded in general and administrative expenses on the Company's condensed consolidated statement of operations. Future stock-based compensation for unvested MSUs as of March 31, 2022 was $7.6 million, which is expected to be recognized over a weighted-average period of 0.2 years. In the event of a change in control, a qualifying termination, death, disability or the share price goal occurring earlier than the estimated derived service period, the stock-based compensation relating to these MSUs could be accelerated. Any MSUs that remain unvested at the end of the seven-year performance period will automatically be forfeited and terminated without further consideration. AMEA 2020 Equity Incentive Plan In August 2020, the board of directors of the Joint Venture approved its 2020 Equity Incentive Plan, or the AMEA 2020 Plan, under which the Joint Venture may grant equity incentive awards such as stock options, restricted stock, restricted stock units, stock appreciation rights and cash-based awards to its employees and non-employees. Stock options granted may be either incentive stock options or nonstatutory stock options. Incentive stock options may be granted only to employees of the Joint Venture or its affiliates. Nonstatutory stock options may be granted to employees, directors and non-employee consultants. Stock options may be granted at an exercise price of not less than the fair market value of the Joint Venture's common stock on the date of grant, determined by the board of directors of the Joint Venture. Options generally vest over 4 years and expire as determined by the board of directors of the Joint Venture, provided that the term of options may not exceed 10 years from the date of grant. For individuals holding more than 10% of the total combined voting power of all classes of stock of the Joint Venture, the exercise price of an option will not be less than 110% of the fair market value of the Joint Venture's common stock on the date of grant, and the term of the option will not exceed 5 years. A total of 4,595,555 shares of the Joint Venture's Class B common stock are initially reserved for issuance under the AMEA 2020 Plan, and the number of shares may be increased in accordance with the terms of the AMEA 2020 Plan. A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (unaudited) (in thousands) Balance as of January 1, 2022 340,928 3,652,219 $ 0.58 8.8 $ — Exercised — (582,020) 0.58 Canceled 74,999 (74,999) 0.58 Balance as of March 31, 2022 415,927 2,995,200 $ 0.58 8.6 $ — Vested and Exercisable as of March 31, 2022 1,809,430 $ 0.58 8.4 $ — No stock options were granted under the AMEA 2020 Plan for the three months ended March 31, 2022. The weighted-average grant date fair value of options granted under the AMEA 2020 Plan was $0.33 per share for the three months ended March 31, 2021. Future stock-based compensation for unvested options as of March 31, 2022 was $0.3 million, which is expected to be recognized over a weighted-average period of 2.4 years. Stock-Based Compensation Expense The following table presents the effect of employee and non-employee related stock-based compensation expense including the Joint Venture: Three Months Ended 2022 2021 (unaudited) (in thousands) Cost of precision oncology testing $ 1,164 $ 767 Research and development expense 5,343 4,300 Sales and marketing expense 5,525 2,880 General and administrative expense 12,767 47,122 Total stock-based compensation expense $ 24,799 $ 55,069 Valuation of Stock Options The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions including the Joint Venture: Three Months Ended 2022 2021 (unaudited) Expected term (in years) 5.97 6.01 – 6.04 Expected volatility 63.3% 63.6% – 66.4% Risk-free interest rate 1.9% 0.3% – 0.8% Expected dividend yield —% —% The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company and the Joint Venture, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows: Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market. The grant date fair value of the Joint Venture's common stock has been determined by the board of directors of the Joint Venture. The grant date fair value of the Joint Venture’s common stock was determined using valuation methodologies which utilize certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. In determining the fair value of the Joint Venture’s common stock, the methodologies used to estimate the enterprise value of the Joint Venture were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation . Expected Term The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with the IPO, there was no active trading market for the Company's common stock. Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. The Joint Venture derived the expected volatility from the average historical volatility over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Joint Venture does not have any trading history for its common stock. The Joint Venture will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Risk-Free Interest Rate The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options. Expected Dividend Yield The Company and the Joint Venture does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero. 2018 Employee Stock Purchase Plan In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. Effective as of January 1, 2020, an additional 942,614 shares of common stock became available for issuance under the ESPP. Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 10% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 15 and November 15 of each year. No ESPP shares were granted or purchased for the three months ended March 31, 2022 and 2021. The total compensation expense related to the ESPP was $1.0 million and $0.8 million for the three months ended March 31, 2022, and 2021, respectively. The fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The valuation assumptions used were substantially consistent with the assumption used to value stock options with the exception of the expected term which was based on the term of each purchase period. As of March 31, 2022, the unrecognized stock-based compensation expense related to the ESPP was $0.5 million, which is expected to be recognized over the remaining term of the offering period of 0.1 years. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders | Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders The following table sets forth the computation of the basic and diluted net loss per share attributable to Guardant Health, Inc. common stockholders: Three Months Ended 2022 2021 (unaudited) (in thousands, except per share data) Net loss $ (123,228) $ (107,358) Adjustment of redeemable noncontrolling interest — (2,300) Net loss attributable to Guardant Health, Inc. common stockholders, basic and diluted $ (123,228) $ (109,658) Net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted $ (1.21) $ (1.09) Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted 101,853 100,955 Since the Company was in a loss position for all periods presented, basic net loss per share attributable to Guardant Health, Inc. common stockholders is the same as diluted net loss per share attributable to Guardant Health, Inc. common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to Guardant Health, Inc. common stockholders for the periods presented as they had an anti-dilutive effect: Three Months Ended 2022 2021 (unaudited) (in thousands) Stock options issued and outstanding (1) 2,550 2,912 Restricted stock units 1,484 1,120 MSUs 2,261 2,646 PSUs 357 407 ESPP obligation 84 47 Common stock subject to repurchase — 11 Convertible senior notes 8,225 8,225 Total 14,961 15,368 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe income tax expense for the three months ended March 31, 2022 was determined based upon estimates of the Company’s effective income tax rates in various jurisdictions. The difference between the Company’s effective income tax rate and the U.S. federal statutory rate is primarily attributable to state income taxes, foreign income taxes, the effect of certain permanent differences, and full valuation allowance against net deferred tax assets.The income tax expense for the three months ended March 31, 2022, and 2021, relates primarily to state minimum income tax and income tax on the Company’s earnings in foreign jurisdictions. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information The Company operates as one operating segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations: Three Months Ended 2022 2021 (unaudited) (in thousands) United States $ 90,871 $ 72,300 International (1) 5,228 6,365 Total revenue $ 96,099 $ 78,665 (1) No single country outside of the United States accounted for more than 10% of total revenue during the three months ended March 31, 2022, and 2021, respectively. As of March 31, 2022, and December 31, 2021, 98% and 98%, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions As discussed in Note 3, Investment in Joint Venture , the Company and an affiliate of SoftBank formed and capitalized the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa. The Company has consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances have been eliminated in consolidation. The Company and its subsidiaries may, in the ordinary course of business, have transactions with unaffiliated companies of which certain of the Company’s directors are directors and/or executive officers. The Company believes that such transactions are on the same terms generally offered by such other companies to other entities in comparable transactions. The Company does not consider the amounts involved in such transactions to be material in relation to its businesses, the businesses of such other companies or the interests of the directors involved. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. The accompanying condensed consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture and majority owned subsidiaries. Other stockholders’ interests in the Joint Venture are shown in the condensed consolidated financial statements as noncontrolling interest liability. All significant intercompany balances and transactions have been eliminated in consolidation. The Company believes that its existing cash and cash equivalents and marketable securities as of March 31, 2022, will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying condensed consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements The accompanying condensed consolidated balance sheet as of March 31, 2022, the condensed consolidated statements of operations for the three months ended March 31, 2022, and 2021, the condensed consolidated statements of comprehensive loss for the three months ended March 31, 2022, and 2021, the condensed consolidated statements of redeemable noncontrolling interest and stockholders’ equity for the three months ended March 31, 2022, and 2021, and cash flows for the three months ended March 31, 2022, and 2021, and the related interim condensed consolidated disclosures are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the Securities Act of 1933, as amended, or the Securities Act. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring accruals that the Company believes are necessary to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with GAAP. Interim-period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Foreign Currency | Foreign Currency The functional currency of the subsidiaries of the consolidated Joint Venture is the local currency. The assets and liabilities of the subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date, with the resulting translation adjustments recorded to a separate component of accumulated other comprehensive loss within stockholders’ equity. Income and expense accounts are translated at average exchange rates during the period. Foreign currency transaction gains and losses resulting from transactions denominated in a currency other than the functional currency are recognized in the condensed consolidated statements of operations. |
Restricted Cash | Restricted CashRestricted cash consists of payroll withholding related to the Company's enrollment in certain voluntary disability insurance plan. |
Non-Marketable Securities | Non-Marketable Securities The Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investee. The Company's non-marketable equity and other related investments totaled $52.2 million and $39.4 million as of March 31, 2022, and December 31, 2021, respectively, and are included in other assets, net on the accompanying condensed consolidated balance sheets. Non-marketable securities are subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment, qualitative and quantitative analysis of the operating performance of the investee; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. Pursuant to one of the investments in non-marketable |
Concentration of Risk | Concentration of Risk The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the condensed consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company also invests in investment-grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after-tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other in the United States and are primarily with biopharmaceutical companies with high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at net amount. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes and international distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of March 31, 2022, and December 31, 2021, the Company had unbilled receivables of $3.1 million and $5.7 million, respectively. The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of March 31, 2022, and December 31, 2021, the Company had immaterial allowance for credit losses related to its accounts receivable. |
Asset Acquisition | Asset Acquisition If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. Transaction costs allocated to in-process research and development technology with no future alternate use is expensed as incurred. The total consideration is allocated to the various intangible assets acquired on a relative fair value basis. Cash paid in connection of purchase of in-process research and development technology in an asset acquisition is presented within the investing section of the condensed consolidated statement of cash flows. |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Intangible assets related to in-process research and development costs, or IPR&D, acquired in a business combination are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill and IPR&D are not amortized but are tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate their value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill was tested for impairment at the enterprise level. As of March 31, 2022, there has been no impairment of goodwill or IPR&D. Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill and the acquired IPR&D. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 6—12 years. |
Post-acquisition Contingent Consideration | Post-acquisition Contingent Consideration Post-acquisition contingent consideration is recognized over the service period, subject to meeting the respective service requirements and performance metrics. |
Leases | Leases The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. |
Convertible Senior Notes | Convertible Senior Notes Upon early adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021, the Company reclassified the carrying amount of the equity component of the cash conversion feature including the allocated debt issuance costs from additional paid-in capital to convertible senior notes, net. Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method. |
Revenue Recognition | Revenue Recognition The Company derives revenue from the provision of precision oncology testing services provided to its ordering physicians and biopharmaceutical customers, as well as from biopharmaceutical research and development services provided to its biopharmaceutical customers. Precision oncology testing services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services and other include companion diagnostic development, clinical study setup, monitoring and maintenance, information solutions and laboratory services, and other miscellaneous revenue streams. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes and international distributors. Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. ASC 606 provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Precision oncology testing The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers 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 portfolio 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 months ended March 31, 2022, and 2021, the Company recorded $2.0 million and $5.1 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to samples processed in previous periods, including revenue received from successful appeals of reimbursement denials, net of recoupments. Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers. Development services and other The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations. The Company collaborates with pharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For development services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of the Company's development services contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied such that it is probable a significant reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price. The Company recognizes development services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s condensed consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other. The Company also has other miscellaneous revenue streams that are recognized in addition to development services noted above such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect, GuardantINFORM, and kits fulfillment related revenues. Revenues related to clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect, and GuardantINFORM are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed. Kits fulfillment related revenues are recognized when such products are delivered. In addition, the Company derives sales-based royalty revenues from licensing its technologies. Royalty revenues are recognized in the period when royalty-bearing sales occur. Contracts with multiple performance obligations Contracts with biopharmaceutical customers may include multiple distinct performance obligations, such as provision of precision oncology testing, biopharmaceutical research and development services, and clinical study enrollment assistance, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin. Deferred revenue Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company's performance of the related services. Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of March 31, 2022, and December 31, 2021, the deferred revenue balance was $10.6 million and $11.3 million, respectively. Revenue recognized in the three months ended March 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $3.5 million, and revenue recognized in the three months ended March 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $5.0 million, respectively. Transaction price allocated to the remaining performance obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 12 months. |
Costs of Precision Oncology Testing | Costs of Precision Oncology Testing Cost of precision oncology testing generally consists of cost of materials, direct labor including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, quality control analyses and shipping charges to transport blood samples), freight, curation of test results for physicians and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, rent costs, amortization of leasehold improvements and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the applicable patent rights. |
Cost of Development Services | Cost of Development Services and Other Cost of development service and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers and other revenues included as noted above. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are comprised of costs incurred to develop technology and include compensation and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses, including allocated facility occupancy and information technology costs, contract services and other outside costs. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop the Company’s technology capabilities are recorded as research and development unless they meet the criteria to be capitalized as internal-use software costs. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan, the 2018 Incentive Award Plan, and the Joint Venture's 2020 Equity Incentive Plan, and stock purchase rights granted under the 2018 Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield. The board of directors of the Joint Venture has determined the fair value of common stock of the Joint Venture. Forfeitures are accounted for as they occur. For market-based restricted stock units, the Company derives the requisite service period using the Monte Carlo simulation model and the related compensation expense is recognized over the derived service period using an accelerated attribution model commencing on the grant date. Stock-based compensation expense will be recorded regardless of whether the market conditions are achieved or not. If the related market condition is achieved earlier than its estimated derived service period, the stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met. |
Net Loss Per Share Attributable to Common Shareholders | Net Loss Per Share Attributable to Common Stockholders The Company calculates basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, shares subject to repurchase from early exercised options and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. |
Fair Value Measurements | Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, accounts payable and accrued expenses. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, accounts payable and accrued expenses are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 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. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | A significant customer is a biopharmaceutical customer or a clinical testing payer that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective condensed consolidated balance sheet date, are as follows: Revenue Accounts Receivable, Net Three Months Ended March 31, March 31, 2022 December 31, 2021 2022 2021 (unaudited) (unaudited) Customer A 30 % 25 % 10 % 13 % Customer B * * 11 % 10 % Customer C * * * 13 % Customer D * * 16 % * * less than 10% |
Schedule of Contractual Receivables and Related Credit Loss | The following table presents the receivable and the related credit loss amounts: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Prepaid expenses and other current assets: Gross Amount $ 1,100 $ — Allowance for Credit Losses (1,100) — Net Amount $ — $ — Other assets: Gross Amount $ 4,800 $ 5,900 Allowance for Credit Losses (4,800) (5,900) Net Amount $ — $ — The following table summarizes the allowance for credit losses activities: Three Months Ended March 31, 2022 2021 (unaudited) (in thousands) Prepaid expenses and other current assets: Allowance for credit losses—Beginning of period $ — $ — Reclassification 1,100 1,100 Allowance for credit losses—End of period $ 1,100 $ 1,100 Other assets: Allowance for credit losses—Beginning of period $ 5,900 $ 7,000 Reclassification (1,100) (1,100) Allowance for credit losses—End of period $ 4,800 $ 5,900 |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property, Plant and Equipment | Property and equipment, net consist of the following: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Machinery and equipment $ 69,583 $ 63,022 Leasehold improvements 75,295 38,702 Computer hardware 21,787 16,685 Construction in progress (1) 37,104 55,873 Furniture and fixtures 7,596 3,683 Computer software 1,439 1,320 Property and equipment, gross $ 212,804 $ 179,285 Less: accumulated depreciation (61,482) (54,824) Property and equipment, net $ 151,322 $ 124,461 |
Schedule of Accrued Liabilities | Accrued expenses consist of the following: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Operating lease liabilities $ 16,556 $ 12,856 Accrued tax liabilities 4,401 4,223 Accrued professional services 8,410 6,994 Accrued clinical studies 5,151 3,332 Accrued legal expenses 6,429 4,166 Purchases of property and equipment included in accrued expenses 1,349 5,893 Others 9,555 7,821 Total accrued expenses $ 51,851 $ 45,285 |
Fair Value Measurements, Cash_2
Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements, Recurring and Nonrecurring | The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: March 31, 2022 Fair Value Level 1 Level 2 Level 3 (unaudited) (in thousands) Financial Assets: Money market funds $ 447,032 $ 447,032 $ — $ — Total cash equivalents $ 447,032 $ 447,032 $ — $ — U.S. government debt securities $ 388,662 $ — $ 388,662 $ — Total short-term marketable securities $ 388,662 $ — $ 388,662 $ — U.S. government debt securities $ 588,453 $ — $ 588,453 $ — Total long-term marketable securities $ 588,453 $ — $ 588,453 $ — Total $ 1,424,147 $ 447,032 $ 977,115 $ — Financial Liabilities: Contingent consideration $ 6,015 $ — $ — $ 6,015 Total $ 6,015 $ — $ — $ 6,015 December 31, 2021 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 357,785 $ 357,785 $ — $ — Total cash equivalents $ 357,785 $ 357,785 $ — $ — U.S. government debt securities $ 440,546 $ — $ 440,546 $ — Total short-term marketable securities $ 440,546 $ — $ 440,546 $ — U.S. government debt securities $ 698,034 $ — $ 698,034 $ — Total long-term marketable securities $ 698,034 $ — $ 698,034 $ — Total $ 1,496,365 $ 357,785 $ 1,138,580 $ — Financial Liabilities: Contingent consideration $ 3,625 $ — $ — $ 3,625 Total $ 3,625 $ — $ — $ 3,625 |
Schedule of Level 3 Activity | The following table summarizes the activities for the Level 3 financial instruments: Noncontrolling Interest Liability Redeemable Noncontrolling Interest Contingent Consideration Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, 2022 2021 2022 2021 (unaudited) (in thousands) Fair value — beginning of period $ 78,000 $ 57,100 $ 3,625 $ 1,245 Increase in fair value — 4,287 2,390 — Net loss for the period — (1,987) — — Fair value — end of period $ 78,000 $ 59,400 $ 6,015 $ 1,245 |
Schedule of Debt Securities, Available-for-sale | The following tables summarizes the Company’s cash equivalents and marketable securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category: March 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (unaudited) (in thousands) Money market fund $ 447,032 $ — $ — $ 447,032 U.S. government debt securities 993,465 — (16,350) 977,115 Total $ 1,440,497 $ — $ (16,350) $ 1,424,147 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market fund $ 357,785 $ — $ — $ 357,785 U.S. government debt securities 1,142,172 2 (3,594) 1,138,580 Total $ 1,499,957 $ 2 $ (3,594) $ 1,496,365 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents details of purchased intangible assets as of March 31, 2022, and December 31, 2021: March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (unaudited) (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,746) $ 9,140 8.5 Non-compete agreements and other covenant rights 5,100 (2,113) 2,987 3.7 Total intangible assets subject to amortization 16,986 (4,859) 12,127 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,859) $ 17,017 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,473) $ 9,413 8.8 Non-compete agreements and other covenant rights 5,100 (1,906) 3,194 3.9 Total intangible assets subject to amortization 16,986 (4,379) 12,607 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,379) $ 17,497 |
Schedule of Indefinite-Lived Intangible Assets | The following table presents details of purchased intangible assets as of March 31, 2022, and December 31, 2021: March 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (unaudited) (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,746) $ 9,140 8.5 Non-compete agreements and other covenant rights 5,100 (2,113) 2,987 3.7 Total intangible assets subject to amortization 16,986 (4,859) 12,127 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,859) $ 17,017 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ (2,473) $ 9,413 8.8 Non-compete agreements and other covenant rights 5,100 (1,906) 3,194 3.9 Total intangible assets subject to amortization 16,986 (4,379) 12,607 Intangible assets not subject to amortization: IPR&D 1,600 — 1,600 Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (4,379) $ 17,497 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes estimated future amortization expense of finite-lived intangible assets, net: Year Ending December 31, (unaudited) (in thousands) Remainder of 2022 $ 1,467 2023 1,947 2024 1,953 2025 1,670 2026 1,212 2027 and thereafter 3,878 Total $ 12,127 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instrument Components | The following table sets forth the net carrying amounts of the 2027 Notes as of March 31, 2022, and December 31, 2021: March 31, 2022 December 31, 2021 (unaudited) (in thousands) Liability component: Principal $ 1,150,000 $ 1,150,000 Less: debt issuance costs, net of amortization (14,537) (15,179) Net carrying amount $ 1,135,463 $ 1,134,821 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Lease Information | March 31, 2022 December 31, 2021 (unaudited) Weighted-average remaining lease term (in years) 9.7 10.0 Weighted-average discount rate 4.02 % 4.01 % |
Schedule of Operating Lease Liability Maturities | The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of March 31, 2022: Year Ending December 31, (unaudited) (in thousands) Remainder of 2022 $ 17,030 2023 30,363 2024 32,891 2025 32,238 2026 27,753 2027 and thereafter 149,637 Total operating lease payments $ 289,912 Less: imputed interest (47,979) Total operating lease liabilities $ 241,933 |
Common Stock (Tables)
Common Stock (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company’s common stock has been reserved for the following potential future issuances: March 31, 2022 December 31, 2021 (unaudited) Shares underlying outstanding stock options 2,509,506 2,624,974 Shares underlying unvested restricted stock units 1,506,378 1,498,553 Market-based restricted stock units 2,260,764 2,260,764 Performance-based restricted stock units 345,082 374,596 Shares available for issuance under the 2018 Incentive Award Plan 8,925,158 5,231,624 Shares available for issuance under the 2018 Employee Stock Purchase Plan 1,426,264 1,426,264 Total 16,973,152 13,416,775 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | A summary of the Company’s stock option activity under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, and the 2018 Incentive Award Plan, or the 2018 Plan, and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (unaudited) (in thousands) Balance as of January 1, 2022 5,231,624 2,624,974 $ 29.17 6.5 $ 193,014 2018 Plan annual increase (1) 3,689,000 — Granted (7,252) 7,252 62.10 Exercised — (105,218) 5.94 Canceled 13,268 (17,502) 74.71 Restricted stock units granted (128,855) — — Restricted stock units canceled 97,859 — — Performance-based restricted stock units canceled 29,514 — — Balance as of March 31, 2022 8,925,158 2,509,506 $ 29.92 6.3 $ 115,462 Vested and Exercisable as of March 31, 2022 1,957,910 $ 12.56 5.6 $ 109,604 (1) Effective as of January 1, 2022, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of an automatic annual increase provision therein. A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows: Options Outstanding Shares Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value (unaudited) (in thousands) Balance as of January 1, 2022 340,928 3,652,219 $ 0.58 8.8 $ — Exercised — (582,020) 0.58 Canceled 74,999 (74,999) 0.58 Balance as of March 31, 2022 415,927 2,995,200 $ 0.58 8.6 $ — Vested and Exercisable as of March 31, 2022 1,809,430 $ 0.58 8.4 $ — |
Schedule of Restricted Stock Activity | A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan and the 2018 Plan and related information is as follows: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2022 1,498,553 $ 109.72 Granted 128,855 62.10 Vested and released (23,171) 105.58 Canceled (97,859) 108.53 Balance as of March 31, 2022 1,506,378 $ 105.78 A summary of the Company’s performance-based restricted stock unit activity under the 2018 Plan and related information is as follows: Performance-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2022 374,596 $ 116.58 Canceled (29,514) 113.40 Balance as of March 31, 2022 345,082 $ 116.86 |
Schedule of Performance-based Restricted Stock Units Vesting Conditions | The following table presents additional information relating to each MSU award: Tranche Price Goal Number of RSUs Tranche 1 $120 per share 565,192 Tranche 2 $150 per share 565,191 Tranche 3 $200 per share 565,191 |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The following table presents the effect of employee and non-employee related stock-based compensation expense including the Joint Venture: Three Months Ended 2022 2021 (unaudited) (in thousands) Cost of precision oncology testing $ 1,164 $ 767 Research and development expense 5,343 4,300 Sales and marketing expense 5,525 2,880 General and administrative expense 12,767 47,122 Total stock-based compensation expense $ 24,799 $ 55,069 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions including the Joint Venture: Three Months Ended 2022 2021 (unaudited) Expected term (in years) 5.97 6.01 – 6.04 Expected volatility 63.3% 63.6% – 66.4% Risk-free interest rate 1.9% 0.3% – 0.8% Expected dividend yield —% —% |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of the basic and diluted net loss per share attributable to Guardant Health, Inc. common stockholders: Three Months Ended 2022 2021 (unaudited) (in thousands, except per share data) Net loss $ (123,228) $ (107,358) Adjustment of redeemable noncontrolling interest — (2,300) Net loss attributable to Guardant Health, Inc. common stockholders, basic and diluted $ (123,228) $ (109,658) Net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted $ (1.21) $ (1.09) Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted 101,853 100,955 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to Guardant Health, Inc. common stockholders for the periods presented as they had an anti-dilutive effect: Three Months Ended 2022 2021 (unaudited) (in thousands) Stock options issued and outstanding (1) 2,550 2,912 Restricted stock units 1,484 1,120 MSUs 2,261 2,646 PSUs 357 407 ESPP obligation 84 47 Common stock subject to repurchase — 11 Convertible senior notes 8,225 8,225 Total 14,961 15,368 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations: Three Months Ended 2022 2021 (unaudited) (in thousands) United States $ 90,871 $ 72,300 International (1) 5,228 6,365 Total revenue $ 96,099 $ 78,665 (1) No single country outside of the United States accounted for more than 10% of total revenue during the three months ended March 31, 2022, and 2021, respectively. |
Description of Business (Detail
Description of Business (Details) | May 31, 2018 |
Guardant Health AMEA, Inc | |
Subsidiary, Sale of Stock [Line Items] | |
Ownership interest in joint venture | 50.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Aug. 31, 2020USD ($) | Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Restricted cash | $ 0.1 | $ 0.1 | $ 0.1 | ||||
Non-marketable equity and other investments | 39.4 | 52.2 | 39.4 | ||||
Impairment or adjustments of non-marketable securities | 0 | ||||||
Other receivables and other assets due from a third-party | $ 8 | ||||||
Other receivables and other assets, term | 6 years | ||||||
Contractual receivables, installment payment | 1.1 | $ 1 | |||||
Contractual receivables, credit loss | 5.9 | ||||||
Contract asset | 5.7 | $ 3.1 | 5.7 | ||||
Number of operating segments | segment | 1 | ||||||
Impairment of goodwill | $ 0 | ||||||
Impairment of intangible assets | 0 | ||||||
Post-acquisition contingent consideration expense | 2.1 | $ 0 | |||||
Revenue from cash collections exceeding estimated variable consideration | 2 | 5.1 | |||||
Deferred revenue | $ 11.3 | 10.6 | 11.3 | ||||
Deferred revenue recognized | $ 3.5 | $ 5 | $ 3.5 | $ 5 | |||
Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Useful life (years) | 6 years | ||||||
Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Useful life (years) | 12 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Credit Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A | Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30.00% | 25.00% | |
Customer A | Accounts Receivable, Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10.00% | 13.00% | |
Customer B | Accounts Receivable, Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 10.00% | |
Customer C | Accounts Receivable, Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 13.00% | ||
Customer D | Accounts Receivable, Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 16.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Receivable and Related Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Financing receivable, gross amount, current | $ 1,100 | $ 0 | |
Financing receivable, allowance for credit losses, current | (1,100) | $ (1,100) | 0 |
Financing receivable, net amount, current | 0 | 0 | |
Financing receivable, net amount, noncurrent | 4,800 | 5,900 | |
Financing receivable, allowance for credit losses, noncurrent | (4,800) | (5,900) | (5,900) |
Financing receivable, net amount, noncurrent | 0 | $ 0 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance, financing receivable, allowance for credit loss, current | 0 | 0 | |
Reclassification, allowance for credit loss, current | 1,100 | 1,100 | |
Ending balance, financing receivable, allowance for credit loss, current | 1,100 | 1,100 | |
Beginning balance, financing receivable, allowance for credit loss, noncurrent | 5,900 | 7,000 | |
Reclassification, allowance for credit loss, noncurrent | (1,100) | (1,100) | |
Ending balance, financing receivable, allowance for credit loss, noncurrent | $ 4,800 | $ 5,900 |
Investment in Joint Venture (De
Investment in Joint Venture (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||
Jun. 30, 2020 | May 31, 2018 | Mar. 31, 2022 | Dec. 31, 2021 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares authorized (in shares) | 350,000,000 | 350,000,000 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Preferred stock issued (in shares) | 0 | 0 | |||
Common stock, shares reserved for future issuance (in shares) | 16,973,152 | 13,416,775 | |||
Common stock, shares issued (in shares) | 101,895,835 | 101,767,446 | |||
Common stock, shares outstanding (in shares) | 101,895,835 | 101,767,446 | |||
Preferred stock outstanding (in shares) | 0 | 0 | |||
Assets | [1] | $ 2,129,598 | $ 2,204,499 | ||
Noncontrolling interest liability | 78,000 | 78,000 | |||
Variable Interest Entity | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Assets | 16,900 | $ 20,400 | |||
SoftBank | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Noncontrolling interest liability | $ 78,000 | ||||
Threshold percentage of fair value that is no less than internal rate of return | 20.00% | ||||
Guardant Health AMEA, Inc | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Payments to acquire interest in joint venture | $ 9,000 | ||||
Equity method investment, shares purchased (in shares) | 40,000 | ||||
Equity method investment, ownership percentage | 50.00% | ||||
Common stock, shares authorized (in shares) | 89,000,000 | ||||
Guardant Health AMEA, Inc | Class A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares authorized (in shares) | 80,000,000 | ||||
Common stock, shares issued (in shares) | 0 | 0 | |||
Common stock, shares outstanding (in shares) | 0 | 0 | |||
Guardant Health AMEA, Inc | Class B | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares authorized (in shares) | 9,000,000 | ||||
Common stock, shares issued (in shares) | 1,184,428 | 602,408 | |||
Common stock, shares outstanding (in shares) | 1,184,428 | 602,408 | |||
Guardant Health AMEA, Inc | Class B | AMEA 2020 Plan | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock, shares reserved for future issuance (in shares) | 4,595,555 | 4,595,555 | |||
Guardant Health AMEA, Inc | Series A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 80,000,000 | ||||
Preferred stock issued (in shares) | 80,000,000 | 80,000,000 | |||
Preferred stock dividend rate (in usd per share) | $ 0.05 | ||||
Preferred stock outstanding (in shares) | 80,000,000 | 80,000,000 | |||
Guardant Health AMEA, Inc | Series A | SoftBank | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Preferred stock issued (in shares) | 40,000,000 | ||||
Guardant Health AMEA, Inc | Series A | Guardant Health, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Preferred stock issued (in shares) | 40,000,000 | ||||
Guardant Health AMEA, Inc | SoftBank | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity method investment, shares purchased (in shares) | 40,000 | ||||
Equity method investment, ownership percentage | 50.00% | ||||
Redeemable noncontrolling interest, redemption value | $ 41,000 | ||||
Guardant Health AMEA, Inc | SoftBank | Series A | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Common stock reclassified and converted into preferred stock (in shares) | 1,000 | ||||
[1] | As of March 31, 2022 and December 31, 2021, this balance includes $16.9 million and $20.4 million of assets, respectively, that can be used only to settle obligations of the consolidated variable interest entity, or VIE and VIE’s subsidiaries, and $4.3 million and $4.3 million of liabilities of the consolidated VIE and VIE’s subsidiaries, respectively, for which their creditors do not have recourse to the general credit of the Company. See Note 3, Investment in Joint Venture . |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 212,804 | $ 179,285 |
Less: accumulated depreciation | (61,482) | (54,824) |
Property and equipment, net | 151,322 | 124,461 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 69,583 | 63,022 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 75,295 | 38,702 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 21,787 | 16,685 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 37,104 | 55,873 |
Construction in progress | Office In Palo Alto, California | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,200 | 45,800 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,596 | 3,683 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,439 | $ 1,320 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | ||
Depreciation and amortization expense | $ 6.7 | $ 4.5 |
Condensed Consolidated Balanc_7
Condensed Consolidated Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Operating lease liabilities | $ 16,556 | $ 12,856 |
Accrued tax liabilities | 4,401 | 4,223 |
Accrued professional services | 8,410 | 6,994 |
Accrued clinical studies | 5,151 | 3,332 |
Accrued legal expenses | 6,429 | 4,166 |
Purchases of property and equipment included in accrued expenses | 1,349 | 5,893 |
Others | 9,555 | 7,821 |
Total accrued expenses | $ 51,851 | $ 45,285 |
Fair Value Measurements, Cash_3
Fair Value Measurements, Cash Equivalents and Marketable Securities - Measured on Recurring Basis (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 447,032 | $ 357,785 |
Debt securities, short-term | 388,662 | 440,546 |
Debt securities, long-term | 588,453 | 698,034 |
Total assets | 1,424,147 | 1,496,365 |
Contingent consideration | 6,015 | 3,625 |
Financial and nonfinancial liabilities, fair value disclosure | 6,015 | 3,625 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 447,032 | 357,785 |
Debt securities, short-term | 0 | 0 |
Debt securities, long-term | 0 | 0 |
Total assets | 447,032 | 357,785 |
Contingent consideration | 0 | 0 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Debt securities, short-term | 388,662 | 440,546 |
Debt securities, long-term | 588,453 | 698,034 |
Total assets | 977,115 | 1,138,580 |
Contingent consideration | 0 | 0 |
Financial and nonfinancial liabilities, fair value disclosure | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Debt securities, short-term | 0 | 0 |
Debt securities, long-term | 0 | 0 |
Total assets | 0 | 0 |
Contingent consideration | 6,015 | 3,625 |
Financial and nonfinancial liabilities, fair value disclosure | 6,015 | 3,625 |
U.S. government debt securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, short-term | 388,662 | 440,546 |
Debt securities, long-term | 588,453 | 698,034 |
U.S. government debt securities | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, short-term | 0 | 0 |
Debt securities, long-term | 0 | 0 |
U.S. government debt securities | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, short-term | 388,662 | 440,546 |
Debt securities, long-term | 588,453 | 698,034 |
U.S. government debt securities | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt securities, short-term | 0 | 0 |
Debt securities, long-term | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 447,032 | 357,785 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 447,032 | 357,785 |
Money market funds | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements, Cash_4
Fair Value Measurements, Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | May 31, 2018 | |
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long term maturity period (years) | 1 year | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long term maturity period (years) | 1 year 9 months 18 days | ||
Guardant Health AMEA, Inc | SoftBank | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Redeemable noncontrolling interest, redemption value | $ 41,000 | ||
Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 6,015 | $ 3,625 | |
Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | 6,015 | 3,625 | |
Contingent consideration liability, noncurrent | $ 4,500 | $ 3,600 |
Fair Value Measurements, Cash_5
Fair Value Measurements, Cash Equivalents and Marketable Securities - Activity In Level 3 Instruments (Details) - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Noncontrolling Interest Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value — beginning of period | $ 78,000 | |
Increase in fair value | 0 | |
Net loss for the period | 0 | |
Fair value — end of period | 78,000 | |
Redeemable Noncontrolling Interest | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value — beginning of period | $ 57,100 | |
Increase in fair value | 4,287 | |
Net loss for the period | (1,987) | |
Fair value — end of period | 59,400 | |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair value — beginning of period | 3,625 | 1,245 |
Increase in fair value | 2,390 | 0 |
Net loss for the period | 0 | 0 |
Fair value — end of period | $ 6,015 | $ 1,245 |
Fair Value Measurements, Cash_6
Fair Value Measurements, Cash Equivalents and Marketable Securities - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | |||
Amortization cost, cash and cash equivalents | $ 573,604 | $ 492,202 | $ 869,372 |
Amortized cost, cash and cash equivalents and debt securities available-for-sale | 1,440,497 | 1,499,957 | |
Gross Unrealized Gain | 0 | 2 | |
Gross Unrealized Loss | (16,350) | (3,594) | |
Cash, cash equivalents and debt securities, fair value | 1,424,147 | 1,496,365 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortization cost, cash and cash equivalents | 447,032 | 357,785 | |
Gross Unrealized Gain | 0 | 0 | |
Gross Unrealized Loss | 0 | 0 | |
Estimated fair value, cash and cash equivalents | 447,032 | 357,785 | |
U.S. government debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost, debt securities, available-for-sale | 993,465 | 1,142,172 | |
Gross Unrealized Gain | 0 | 2 | |
Gross Unrealized Loss | (16,350) | (3,594) | |
Estimated fair value, debt securities | $ 977,115 | $ 1,138,580 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets by Class (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $ 16,986 | $ 16,986 |
Intangible assets subject to amortization, accumulated amortization | (4,859) | (4,379) |
Intangible assets subject to amortization, net | 12,127 | 12,607 |
Goodwill | 3,290 | 3,290 |
Gross Carrying Amount | 21,876 | 21,876 |
Net Carrying Amount | 17,017 | 17,497 |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
IPR&D | 1,600 | 1,600 |
Acquired license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | 11,886 | 11,886 |
Intangible assets subject to amortization, accumulated amortization | (2,746) | (2,473) |
Intangible assets subject to amortization, net | $ 9,140 | $ 9,413 |
Remaining Weighted-Average Useful Life | 8 years 6 months | 8 years 9 months 18 days |
Non-compete agreements and other covenant rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $ 5,100 | $ 5,100 |
Intangible assets subject to amortization, accumulated amortization | (2,113) | (1,906) |
Intangible assets subject to amortization, net | $ 2,987 | $ 3,194 |
Remaining Weighted-Average Useful Life | 3 years 8 months 12 days | 3 years 10 months 24 days |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0.5 | $ 0.5 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Schedule of Future Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 1,467 | |
2023 | 1,947 | |
2024 | 1,953 | |
2025 | 1,670 | |
2026 | 1,212 | |
2027 and thereafter | 3,878 | |
Intangible assets subject to amortization, net | $ 12,127 | $ 12,607 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | |||
Nov. 30, 2020USD ($)d$ / shares | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Nov. 16, 2020$ / shares | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ | $ 642,000 | $ 641,000 | |||
Strike price (in dollars per share) | $ / shares | $ 182.60 | ||||
Share price, premium | 75.00% | ||||
Common stock share price (in dollars per share) | $ / shares | $ 104.34 | ||||
Purchase of convertible senior note hedges | $ | $ 90,000,000 | ||||
Senior Notes Due 2027 | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ | $ 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | ||
Stated interest rate | 0.00% | ||||
Maximum special interest rate percentage | 0.50% | ||||
Conversion ratio | 0.0071523 | ||||
Conversion price (in dollars per share) | $ / shares | $ 139.82 | ||||
Estimated fair value | $ | 900,000,000 | $ 1,200,000,000 | |||
Amortization of debt issuance costs | $ | $ 600,000 | $ 600,000 | |||
Effective interest rate of the liability component | 0.20% | 0.20% | |||
Senior Notes Due 2027 | Convertible Debt | Valuation, Market Approach | Measurement Input, Quoted Price | |||||
Debt Instrument [Line Items] | |||||
Debt, measurement input denominator | $ | 100 | ||||
Senior Notes Due 2027 | Convertible Debt | Conversion Period One | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of common stock price trigger | 130.00% | ||||
Threshold of common stock trading days | d | 20 | ||||
Threshold of consecutive common stock trading days | d | 30 | ||||
Senior Notes Due 2027 | Convertible Debt | Conversion Period Two | |||||
Debt Instrument [Line Items] | |||||
Threshold of common stock trading days | d | 5 | ||||
Threshold of consecutive common stock trading days | d | 10 | ||||
Minimum percentage of common stock price trigger | 98.00% | ||||
Senior Notes Due 2027 | Convertible Debt | Conversion Period Three | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of common stock price trigger | 130.00% | ||||
Threshold of common stock trading days | d | 20 | ||||
Threshold of consecutive common stock trading days | d | 30 |
Debt - Components of Convertibl
Debt - Components of Convertible Senior Notes (Details) - Convertible Debt - Senior Notes Due 2027 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 1,150,000 | $ 1,150,000 | $ 1,150,000 |
Less: debt issuance costs, net of amortization | (14,537) | (15,179) | |
Net carrying amount | $ 1,135,463 | $ 1,134,821 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Jul. 31, 2020agreement | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 6.9 | $ 3.9 | ||
Additional Office Space | ||||
Lessee, Lease, Description [Line Items] | ||||
Number of lease agreements | agreement | 2 | |||
San Diego Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 8 years | |||
Palo Alto Lease | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 12 years | |||
Option for lease renewal term | 10 years | |||
Lease payment | $ 0.9 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 12 years |
Leases - Lease Information (Det
Leases - Lease Information (Details) | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 9 years 8 months 12 days | 10 years |
Weighted-average discount rate | 4.02% | 4.01% |
Leases - Schedule of Operating
Leases - Schedule of Operating Liability Maturities (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 17,030 |
2023 | 30,363 |
2024 | 32,891 |
2025 | 32,238 |
2026 | 27,753 |
2027 and thereafter | 149,637 |
Total operating lease payments | 289,912 |
Less: imputed interest | (47,979) |
Total operating lease liabilities | $ 241,933 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended |
Oct. 31, 2021patent | |
TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc. | |
Other Commitments [Line Items] | |
Gain contingency, patents allegedly infringed upon, number | 4 |
Common Stock (Details)
Common Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Dividends on common stock | $ 0 | $ 0 |
Common stock, shares reserved for future issuance (in shares) | 16,973,152 | 13,416,775 |
Shares underlying outstanding stock options | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 2,509,506 | 2,624,974 |
Shares underlying unvested restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 1,506,378 | 1,498,553 |
Market-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 2,260,764 | 2,260,764 |
Performance-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 345,082 | 374,596 |
Shares available for issuance under the 2018 Incentive Award Plan | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 8,925,158 | 5,231,624 |
Shares available for issuance under the 2018 Employee Stock Purchase Plan | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 1,426,264 | 1,426,264 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Shares Available for Grant | |||
Beginning number of shares, available for grant (in shares) | 5,231,624 | 5,231,624 | |
2018 Plan annual increase (in shares) | 3,689,000 | 3,689,000 | |
Ending number of shares, available for grant (in shares) | 8,925,158 | 5,231,624 | |
Shares Subject to Options Outstanding | |||
Beginning number of shares, outstanding (in shares) | 2,624,974 | 2,624,974 | |
Granted (in shares) | 7,252 | ||
Exercised (in shares) | (105,218) | ||
Canceled (in shares) | (17,502) | ||
Ending number of shares, outstanding (in shares) | 2,509,506 | 2,624,974 | |
Options vested and exercisable, number of options (in shares) | 1,957,910 | ||
Weighted-Average Exercise Price | |||
Beginning balance of options outstanding (in usd per share) | $ 29.17 | $ 29.17 | |
Granted (in usd per share) | 62.10 | ||
Exercised (in usd per share) | 5.94 | ||
Canceled (in usd per share) | 74.71 | ||
Ending balance of options outstanding (in usd per share) | 29.92 | $ 29.17 | |
Options vested and exercisable, weighted average exercise price per share (in usd per share) | $ 12.56 | ||
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | |||
Options outstanding, weighted average remaining contractual term (in years) | 6 years 3 months 18 days | 6 years 6 months | |
Options outstanding, aggregate intrinsic value | $ 115,462 | $ 193,014 | |
Options vested and exercisable, weighted average remaining contractual term (in years) | 5 years 7 months 6 days | ||
Options vested and exercisable, aggregate intrinsic value | $ 109,604 | ||
2018 plan annual increase (in shares) | 3,689,000 | 3,689,000 | |
Equity Option | |||
Shares Available for Grant | |||
Granted (in shares) | (7,252) | ||
Canceled (in shares) | 13,268 | ||
Restricted Stock Units | |||
Shares Available for Grant | |||
Granted (in shares) | (128,855) | ||
Canceled (in shares) | 97,859 | ||
Performance-based restricted stock units | |||
Shares Available for Grant | |||
Canceled (in shares) | 29,514 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | Jan. 01, 2020shares | Nov. 30, 2020USD ($) | May 31, 2020tranche$ / sharesshares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021$ / sharesshares | Jun. 30, 2020shares | Sep. 30, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares | $ 36.32 | $ 101.21 | ||||||
Stock based compensation not recognized, options | $ | $ 27,900 | |||||||
Stock based compensation not recognized, period for recognition (years) | 2 years 10 months 24 days | |||||||
Stock-based compensation | $ | $ 24,799 | $ 55,069 | ||||||
Common stock, shares reserved for future issuance (in shares) | 16,973,152 | 13,416,775 | ||||||
AMEA 2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted (in shares) | 0 | |||||||
Class B | AMEA 2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares | $ 0.33 | |||||||
Stock based compensation not recognized, options | $ | $ 300 | |||||||
Stock based compensation not recognized, period for recognition (years) | 2 years 4 months 24 days | |||||||
Guardant Health AMEA, Inc | Class B | AMEA 2020 Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Common stock, shares reserved for future issuance (in shares) | 4,595,555 | 4,595,555 | ||||||
Guardant Health AMEA, Inc | Class B | AMEA 2020 Plan | Tranche One | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market-based stock unit vesting period | 4 years | |||||||
Option term, expiration period | 10 years | |||||||
Guardant Health AMEA, Inc | Class B | AMEA 2020 Plan | Tranche Two | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option term, expiration period | 5 years | |||||||
Threshold percentage for individual's combined voting power triggering five year option term | 10.00% | |||||||
Purchase price of common stock (as a percent of the fair value of common stock) | 110.00% | |||||||
Stock options issued and outstanding | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Exercises in period, intrinsic value | $ | $ 7,300 | $ 38,300 | ||||||
Common stock, shares reserved for future issuance (in shares) | 2,509,506 | 2,624,974 | ||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Shares underlying unvested restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation not recognized, period for recognition (years) | 3 years | |||||||
Stock based compensation not recognized, other than options | $ | $ 130,100 | |||||||
Weighted average grant date fair value of MSU (in usd per share) | $ / shares | $ 62.10 | |||||||
Unvested balance (in shares) | 1,506,378 | 1,498,553 | ||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 105.78 | $ 109.72 | ||||||
Granted (in shares) | 128,855 | |||||||
Vested (in shares) | (23,171) | |||||||
Canceled (in shares) | (97,859) | |||||||
Common stock, shares reserved for future issuance (in shares) | 1,506,378 | 1,498,553 | ||||||
Performance-based restricted stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation not recognized, period for recognition (years) | 2 years 10 months 24 days | |||||||
Stock based compensation not recognized, other than options | $ | $ 3,500 | |||||||
Additional service period requirement | 6 months | |||||||
Weighted-average derivative service period | 4 years | |||||||
Stock-based compensation | $ | $ 0 | $ 300 | $ 300 | |||||
Unvested balance (in shares) | 345,082 | 374,596 | ||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 116.86 | $ 116.58 | ||||||
Canceled (in shares) | (29,514) | |||||||
Common stock, shares reserved for future issuance (in shares) | 345,082 | 374,596 | ||||||
Performance-based restricted stock units | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market-based stock unit vesting period | 4 years | |||||||
Performance-based restricted stock units | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market-based stock unit vesting period | 4 years 6 months | |||||||
MSUs | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation not recognized, period for recognition (years) | 2 months 12 days | |||||||
Stock based compensation not recognized, other than options | $ | $ 7,600 | |||||||
Market-based stock unit vesting period | 7 years | 7 years | ||||||
Stock-based compensation | $ | $ 8,500 | 43,900 | ||||||
Market-based restricted stock share price goal | 30 days | |||||||
Weighted average grant date fair value of MSU (in usd per share) | $ / shares | $ 67 | |||||||
Unvested balance (in shares) | 2,260,764 | 2,260,764 | ||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 65.20 | |||||||
Granted (in shares) | 0 | |||||||
Vested (in shares) | 0 | |||||||
Canceled (in shares) | 0 | |||||||
Common stock, shares reserved for future issuance (in shares) | 2,260,764 | 2,260,764 | ||||||
MSUs | Tranche 1 - $120 per share | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Price goal (in dollars per share) | $ / shares | $ 120 | $ 120 | ||||||
MSUs | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total market-based restricted stock units approved and granted (in shares) | 1,695,574 | |||||||
Number of tranches | tranche | 3 | |||||||
MSUs | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average derivative service period | 9 months 29 days | |||||||
Market-based stock units holding period during vesting | 6 months | |||||||
MSUs | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Weighted-average derivative service period | 2 years 25 days | |||||||
Market-based stock units holding period during vesting | 12 months | |||||||
Shares available for issuance under the 2018 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock based compensation not recognized, period for recognition (years) | 1 month 6 days | |||||||
Stock based compensation not recognized, other than options | $ | $ 500 | |||||||
Stock-based compensation | $ | $ 1,000 | $ 800 | ||||||
Purchase price of common stock (as a percent of the fair value of common stock) | 85.00% | |||||||
Common stock, shares reserved for future issuance (in shares) | 1,426,264 | 1,426,264 | ||||||
Shares authorized (in shares) | 942,614 | |||||||
Maximum employee subscription rate, ESPP | 10.00% | |||||||
Purchase period | 6 months | |||||||
Common stock issued under employee stock purchase plan (in shares) | 0 | 0 | ||||||
Shares available for issuance under the 2018 Employee Stock Purchase Plan | 2018 Employee Stock Purchase Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares approved (in share) | 922,250 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Shares underlying unvested restricted stock units | |
Outstanding | |
Beginning unvested balance (in shares) | shares | 1,498,553 |
Granted (in shares) | shares | 128,855 |
Vested and released (in shares) | shares | (23,171) |
Canceled (in shares) | shares | (97,859) |
Ending unvested balance (in shares) | shares | 1,506,378 |
Weighted-Average Grant Date Fair Value | |
Beginning balance of options outstanding (in usd per share) | $ / shares | $ 109.72 |
Granted (in usd per share) | $ / shares | 62.10 |
Vested and released (in usd per share) | $ / shares | 105.58 |
Canceled (in usd per share) | $ / shares | 108.53 |
Ending balance of options outstanding (in usd per share) | $ / shares | $ 105.78 |
Performance-based restricted stock units | |
Outstanding | |
Beginning unvested balance (in shares) | shares | 374,596 |
Canceled (in shares) | shares | (29,514) |
Ending unvested balance (in shares) | shares | 345,082 |
Weighted-Average Grant Date Fair Value | |
Beginning balance of options outstanding (in usd per share) | $ / shares | $ 116.58 |
Canceled (in usd per share) | $ / shares | 113.40 |
Ending balance of options outstanding (in usd per share) | $ / shares | $ 116.86 |
Stock-Based Compensation - Mark
Stock-Based Compensation - Market-based Restricted Stock Units (Details) - MSUs - $ / shares | 1 Months Ended | 3 Months Ended |
May 31, 2020 | Mar. 31, 2022 | |
Tranche 1 - $120 per share | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price goal (in dollars per share) | $ 120 | $ 120 |
Number of MSUs (in shares) | 565,192 | |
Tranche 2 - $150 per share | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price goal (in dollars per share) | $ 150 | |
Number of MSUs (in shares) | 565,191 | |
Tranche 3 - $200 per share | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Price goal (in dollars per share) | $ 200 | |
Number of MSUs (in shares) | 565,191 |
Stock-Based Compensation - AMEA
Stock-Based Compensation - AMEA 2020 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Shares Available for Grant | ||
Beginning number of shares, available for grant (in shares) | 5,231,624 | |
Ending number of shares, available for grant (in shares) | 8,925,158 | 5,231,624 |
Shares Subject to Options Outstanding | ||
Beginning number of shares, outstanding (in shares) | 2,624,974 | |
Exercised (in shares) | (105,218) | |
Canceled (in shares) | (17,502) | |
Ending number of shares, outstanding (in shares) | 2,509,506 | 2,624,974 |
Options vested and exercisable, number of options (in shares) | 1,957,910 | |
Weighted-Average Exercise Price | ||
Beginning balance of options outstanding (in usd per share) | $ 29.17 | |
Exercised (in usd per share) | 5.94 | |
Canceled (in usd per share) | 74.71 | |
Ending balance of options outstanding (in usd per share) | 29.92 | $ 29.17 |
Options vested and exercisable, weighted average exercise price per share (in usd per share) | $ 12.56 | |
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Options outstanding, weighted average remaining contractual term (in years) | 6 years 3 months 18 days | 6 years 6 months |
Options vested and exercisable, weighted average remaining contractual term (in years) | 5 years 7 months 6 days | |
Options outstanding, aggregate intrinsic value | $ 115,462 | $ 193,014 |
Options vested and exercisable, aggregate intrinsic value | $ 109,604 | |
AMEA 2020 Plan | Class B | ||
Shares Available for Grant | ||
Beginning number of shares, available for grant (in shares) | 340,928 | |
Canceled (in shares) | 74,999 | |
Ending number of shares, available for grant (in shares) | 415,927 | 340,928 |
Shares Subject to Options Outstanding | ||
Beginning number of shares, outstanding (in shares) | 3,652,219 | |
Exercised (in shares) | (582,020) | |
Canceled (in shares) | (74,999) | |
Ending number of shares, outstanding (in shares) | 2,995,200 | 3,652,219 |
Options vested and exercisable, number of options (in shares) | 1,809,430 | |
Weighted-Average Exercise Price | ||
Beginning balance of options outstanding (in usd per share) | $ 0.58 | |
Exercised (in usd per share) | 0.58 | |
Canceled (in usd per share) | 0.58 | |
Ending balance of options outstanding (in usd per share) | 0.58 | $ 0.58 |
Options vested and exercisable, weighted average exercise price per share (in usd per share) | $ 0.58 | |
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | ||
Options outstanding, weighted average remaining contractual term (in years) | 8 years 7 months 6 days | 8 years 9 months 18 days |
Options vested and exercisable, weighted average remaining contractual term (in years) | 8 years 4 months 24 days | |
Options outstanding, aggregate intrinsic value | $ 0 | $ 0 |
Options vested and exercisable, aggregate intrinsic value | $ 0 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 24,799 | $ 55,069 |
Cost of precision oncology testing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 1,164 | 767 |
Research and development expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 5,343 | 4,300 |
Sales and marketing expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | 5,525 | 2,880 |
General and administrative expense | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation expense | $ 12,767 | $ 47,122 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation of Stock Options (Details) - Stock options issued and outstanding | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 11 months 19 days | 6 years 3 days |
Expected volatility | 63.30% | 63.60% |
Risk-free interest rate | 1.90% | 0.30% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 14 days | |
Expected volatility | 66.40% | |
Risk-free interest rate | 0.80% |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders - Schedule of Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (123,228) | $ (107,358) |
Adjustment of redeemable noncontrolling interest | 0 | (2,300) |
Net loss attributable to Guardant Health, Inc. common stockholders | (123,228) | (109,658) |
Net loss attributable to Guardant Health, Inc. common stockholders | $ (123,228) | $ (109,658) |
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in usd per share) | $ (1.21) | $ (1.09) |
Net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in usd per share) | $ (1.21) | $ (1.09) |
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in shares) | 101,853 | 100,955 |
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in shares) | 101,853 | 100,955 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,961,000 | 15,368,000 | |
Stock options outstanding (in shares) | 2,509,506 | 2,624,974 | |
AMEA 2020 Plan | Class B | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Stock options outstanding (in shares) | 2,995,200 | 3,652,219 | |
Stock options issued and outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,550,000 | 2,912,000 | |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,484,000 | 1,120,000 | |
MSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,261,000 | 2,646,000 | |
PSUs | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 357,000 | 407,000 | |
ESPP obligation | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 84,000 | 47,000 | |
Common stock subject to repurchase | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 11,000 | |
Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of earnings per share (in shares) | 8,225,000 | 8,225,000 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)segment | Mar. 31, 2021USD ($) | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | segment | 1 | ||
Total revenue | $ 96,099 | $ 78,665 | |
Assets | Geographic Concentration Risk | Net Assets, Geographic Area | |||
Segment Reporting Information [Line Items] | |||
Concentration risk, percentage | 98.00% | 98.00% | |
United States | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 90,871 | 72,300 | |
International | |||
Segment Reporting Information [Line Items] | |||
Total revenue | $ 5,228 | $ 6,365 |
Uncategorized Items - gh-202203
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |