Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-38683 | |
Entity Registrant Name | GUARDANT HEALTH, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-4139254 | |
Entity Address, Address Line One | 3100 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, $0.00001 par value per share | |
Trading Symbol | GH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,022,076 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001576280 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 1,035,239 | $ 1,133,687 |
Cash, cash equivalents and restricted cash | 1,133,537 | |
Short-term marketable debt securities | 0 | 35,097 |
Accounts receivable, net | 100,519 | 88,783 |
Inventory, net | 66,984 | 61,948 |
Prepaid expenses and other current assets, net | 87,232 | 27,741 |
Total current assets | 1,289,974 | 1,347,106 |
Property and equipment, net | 132,317 | 145,096 |
Right-of-use assets, net | 146,111 | 157,616 |
Intangible assets, net | 7,742 | 8,979 |
Goodwill | 3,290 | 3,290 |
Other assets, net | 29,906 | 124,334 |
Total Assets | 1,609,340 | 1,786,421 |
Current liabilities: | ||
Accounts payable | 42,447 | 51,741 |
Accrued compensation | 59,067 | 72,736 |
Accrued expenses | 70,680 | 63,475 |
Deferred revenue | 29,375 | 17,965 |
Total current liabilities | 201,569 | 205,917 |
Convertible senior notes, net | 1,141,256 | 1,139,966 |
Long-term operating lease liabilities | 172,194 | 185,848 |
Other long-term liabilities | 95,934 | 96,006 |
Total Liabilities | 1,610,953 | 1,627,737 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Common stock, par value of $0.00001 per share; 350,000,000 shares authorized as of June 30, 2024, and December 31, 2023; 122,969,580 and 121,629,861 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively | 1 | 1 |
Additional paid-in capital | 2,363,501 | 2,304,220 |
Accumulated other comprehensive loss | (5,640) | (3,675) |
Accumulated deficit | (2,359,475) | (2,141,862) |
Total Stockholders’ (Deficit) Equity | (1,613) | 158,684 |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 1,609,340 | $ 1,786,421 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.00001 | $ 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 issued (in shares) | 122,969,580 | 121,629,861 |
Common stock, shares outstanding (in shares) | 122,969,580 | 121,629,861 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue: | ||||
Precision oncology testing | $ 166,518 | $ 125,244 | $ 322,747 | $ 238,637 |
Development services and other | 10,717 | 11,906 | 22,979 | 27,227 |
Total revenue | 177,235 | 137,150 | 345,726 | 265,864 |
Costs and operating expenses: | ||||
Cost of precision oncology testing | 65,715 | 49,357 | 125,021 | 94,463 |
Cost of development services and other | 6,706 | 4,491 | 12,696 | 12,458 |
Research and development expense | 83,102 | 90,359 | 166,904 | 183,487 |
Sales and marketing expense | 81,867 | 71,043 | 162,292 | 147,166 |
General and administrative expense | 40,463 | 41,516 | 79,114 | 81,961 |
Total costs and operating expenses | 277,853 | 256,766 | 546,027 | 519,535 |
Loss from operations | (100,618) | (119,616) | (200,301) | (253,671) |
Interest income | 13,913 | 6,727 | 28,781 | 9,787 |
Interest expense | (645) | (645) | (1,290) | (1,289) |
Other income (expense), net | (15,145) | 41,259 | (44,265) | 39,605 |
Loss before provision for income taxes | (102,495) | (72,275) | (217,075) | (205,568) |
Provision for income taxes | 133 | 496 | 538 | 736 |
Net loss | $ (102,628) | $ (72,771) | $ (217,613) | $ (206,304) |
Net loss per share, basic (in usd per share) | $ (0.84) | $ (0.67) | $ (1.78) | $ (1.95) |
Net loss per share, diluted (in usd per share) | $ (0.84) | $ (0.67) | $ (1.78) | $ (1.95) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 122,447 | 108,808 | 122,080 | 105,752 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 122,447 | 108,808 | 122,080 | 105,752 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (102,628) | $ (72,771) | $ (217,613) | $ (206,304) |
Other comprehensive (loss) income: | ||||
Unrealized (loss) gain on available-for-sale securities | (4) | 4,933 | 10 | 12,468 |
Foreign currency translation adjustments | (837) | (1,252) | (1,975) | (1,415) |
Other comprehensive (loss) income | (841) | 3,681 | (1,965) | 11,053 |
Comprehensive loss | $ (103,469) | $ (69,090) | $ (219,578) | $ (195,251) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2022 | 102,619,383 | ||||
Beginning balance at Dec. 31, 2022 | $ 60,180 | $ 1 | $ 1,742,114 | $ (19,522) | $ (1,662,413) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon follow-on public offering, net of offering costs (in shares) | 14,375,000 | ||||
Issuance of common stock in public offering, net of offering costs of $21,131 | 381,369 | 381,369 | |||
Issuance of common stock upon exercise of stock options (in shares) | 31,879 | ||||
Issuance of common stock upon exercise of stock options | 220 | 220 | |||
Vesting of restricted stock units (in shares) | 337,091 | ||||
Common stock issued under employee stock purchase plan (in shares) | 298,781 | ||||
Common stock issued under employee stock purchase plan | 6,697 | 6,697 | |||
Taxes paid related to net share settlement of restricted stock units | (5,109) | (5,109) | |||
Stock-based compensation | 44,620 | 44,620 | |||
Other comprehensive income (loss) | 11,053 | 11,053 | |||
Net loss | (206,304) | (206,304) | |||
Ending balance (in shares) at Jun. 30, 2023 | 117,662,134 | ||||
Ending balance at Jun. 30, 2023 | 292,726 | $ 1 | 2,169,911 | (8,469) | (1,868,717) |
Beginning balance (in shares) at Mar. 31, 2023 | 102,708,305 | ||||
Beginning balance at Mar. 31, 2023 | (44,551) | $ 1 | 1,763,544 | (12,150) | (1,795,946) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon follow-on public offering, net of offering costs (in shares) | 14,375,000 | ||||
Issuance of common stock in public offering, net of offering costs of $21,131 | 381,369 | 381,369 | |||
Issuance of common stock upon exercise of stock options (in shares) | 10,830 | ||||
Issuance of common stock upon exercise of stock options | 63 | 63 | |||
Vesting of restricted stock units (in shares) | 269,218 | ||||
Common stock issued under employee stock purchase plan (in shares) | 298,781 | ||||
Common stock issued under employee stock purchase plan | 6,697 | 6,697 | |||
Taxes paid related to net share settlement of restricted stock units | (4,116) | (4,116) | |||
Stock-based compensation | 22,354 | 22,354 | |||
Other comprehensive income (loss) | 3,681 | 3,681 | |||
Net loss | (72,771) | (72,771) | |||
Ending balance (in shares) at Jun. 30, 2023 | 117,662,134 | ||||
Ending balance at Jun. 30, 2023 | 292,726 | $ 1 | 2,169,911 | (8,469) | (1,868,717) |
Beginning balance (in shares) at Dec. 31, 2023 | 121,629,861 | ||||
Beginning balance at Dec. 31, 2023 | $ 158,684 | $ 1 | 2,304,220 | (3,675) | (2,141,862) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 577,352 | 577,352 | |||
Issuance of common stock upon exercise of stock options | $ 2,577 | 2,577 | |||
Vesting of restricted stock units (in shares) | 390,541 | ||||
Common stock issued under employee stock purchase plan (in shares) | 371,826 | ||||
Common stock issued under employee stock purchase plan | 7,212 | 7,212 | |||
Taxes paid related to net share settlement of restricted stock units | (4,784) | (4,784) | |||
Stock-based compensation | 54,276 | 54,276 | |||
Other comprehensive income (loss) | (1,965) | (1,965) | |||
Net loss | (217,613) | (217,613) | |||
Ending balance (in shares) at Jun. 30, 2024 | 122,969,580 | ||||
Ending balance at Jun. 30, 2024 | (1,613) | $ 1 | 2,363,501 | (5,640) | (2,359,475) |
Beginning balance (in shares) at Mar. 31, 2024 | 121,787,297 | ||||
Beginning balance at Mar. 31, 2024 | 68,285 | $ 1 | 2,329,930 | (4,799) | (2,256,847) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options (in shares) | 540,561 | ||||
Issuance of common stock upon exercise of stock options | 2,364 | 2,364 | |||
Vesting of restricted stock units (in shares) | 269,896 | ||||
Common stock issued under employee stock purchase plan (in shares) | 371,826 | ||||
Common stock issued under employee stock purchase plan | 7,212 | 7,212 | |||
Taxes paid related to net share settlement of restricted stock units | (3,240) | (3,240) | |||
Stock-based compensation | 27,235 | 27,235 | |||
Other comprehensive income (loss) | (841) | (841) | |||
Net loss | (102,628) | (102,628) | |||
Ending balance (in shares) at Jun. 30, 2024 | 122,969,580 | ||||
Ending balance at Jun. 30, 2024 | $ (1,613) | $ 1 | $ 2,363,501 | $ (5,640) | $ (2,359,475) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 90,600 | $ 21,100 | $ 21,131 | $ 21,131 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (217,613) | $ (206,304) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21,335 | 20,976 |
Operating lease costs | 15,226 | 14,708 |
Stock-based compensation | 54,276 | 44,620 |
Amortization of debt issuance costs | 1,290 | 1,287 |
Amortization of premium (discount) on marketable debt securities | 107 | (3,085) |
Unrealized losses (gains) on marketable equity securities | 45,539 | (67,879) |
Impairment of non-marketable equity securities and other related assets | 0 | 29,054 |
Other | 1,385 | 108 |
Cash effect of changes in operating assets and liabilities: | ||
Accounts receivable, net | (11,737) | 10,695 |
Inventory, net | (5,035) | (8,931) |
Prepaid expenses and other current assets, net | (8,661) | (891) |
Other assets, net | (130) | 1,700 |
Accounts payable and accrued liabilities | (15,025) | 16,512 |
Operating lease liabilities | (17,696) | (14,970) |
Deferred revenue | 12,453 | (6,056) |
Net cash used in operating activities | (124,286) | (168,456) |
INVESTING ACTIVITIES: | ||
Purchase of marketable debt securities | 0 | (561,339) |
Maturity of marketable debt securities | 35,000 | 492,700 |
Purchase of non-marketable equity securities and other related assets | 0 | (1,227) |
Purchase of property and equipment | (12,011) | (14,037) |
Net cash provided by (used in) investing activities | 22,989 | (83,903) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock upon exercise of stock options | 2,577 | 220 |
Proceeds from issuances of common stock under employee stock purchase plan | 7,212 | 6,697 |
Taxes paid related to net share settlement of restricted stock units | (4,784) | (5,109) |
Proceeds from follow-on public offering | 0 | 402,500 |
Payment of offering costs related to follow-on public offering | 0 | (21,271) |
Other | (181) | (37) |
Net cash provided by financing activities | 4,824 | 383,000 |
Net effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (1,975) | (1,415) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (98,448) | 129,226 |
Cash, cash equivalents and restricted cash—Beginning of period | 1,133,687 | 141,948 |
Cash, cash equivalents and restricted cash—End of period | 1,035,239 | 271,174 |
Reconciliation of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 933,694 | 271,073 |
Restricted cash – included in cash, cash equivalents and restricted cash | 101,545 | 101 |
Total cash, cash equivalents and restricted cash | $ 1,035,239 | $ 271,174 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Guardant Health, Inc., or the Company, is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. The Company is transforming patient care by providing critical insights into what drives disease through its advanced blood and tissue tests, and real-world data. The Company's tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and helping doctors select the best treatment for patients with advanced cancer. For patients with advanced stage cancer, the Company has commercially launched Guardant360 LDT and Guardant360 CDx, the first comprehensive liquid biopsy test approved by the U.S. Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, and breast cancer. The Company has also launched the Guardant360 TissueNext tissue test for advanced-stage cancer, Guardant Reveal blood test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients, and Guardant360 Response blood test to predict patient response to immunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging. The Company also collaborates with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, a next-generation smart liquid biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development. Using data collected from its tests, the Company has also developed its GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers. For early cancer detection, in May 2022, the Company launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening. From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. In December 2022, the Company announced that the ECLIPSE study, a registrational study evaluating the performance of its Shield blood test for detecting colorectal cancer in average-risk adults, met co-primary endpoints. In addition, in March 2023, the Company submitted a premarket approval application, or PMA, for its Shield blood test to the FDA. In July 2024, the Company received FDA approval of its Shield blood test for colorectal cancer screening in adults age 45 and older who are at average risk for the disease, and in August 2024, the Company's Shield blood test became commercially available in the U.S. as the first blood test approved by the FDA for primary colorectal cancer screening, meaning healthcare providers can offer Shield in a manner similar to all other non-invasive methods recommended in screening guidelines. Shield is also the first blood test for colorectal cancer screening that meets coverage requirements by Medicare. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation 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, and in conjunction with the rules and regulations of the Securities and Exchange Commission, or the SEC. The accompanying condensed consolidated financial statements include the accounts of Guardant Health, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company adjusted the accompanying condensed consolidated balance sheet as of December 31, 2023 to separately present accounts payable and accrued expenses, inclusive of accrued compensation. In addition, certain other reclassifications of prior period amounts were made to conform with the current period presentation. The Company determined the adjustment is immaterial based on consideration of quantitative and qualitative factors. 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 income taxes, including related reserves, valuation of non-marketable securities, 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. Unaudited Interim Condensed Financial Statements 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, 2023. Restricted Cash As of June 30, 2024, the Company had restricted cash balance of $101.5 million, included in cash, cash equivalents and restricted cash on the Company's condensed consolidated balance sheets, of which substantially all was related to cash held as collateral under surety bond requirements related to the intellectual property dispute with TwinStrand Biosciences, Inc. and the University of Washington, as described in Note 8 Commitments and Contingencies - Legal Proceedings to the Company's condensed consolidated financial statements. 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 investees. One of the investees is concluded to be a variable interest entity, or VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company's non-marketable equity and other related investments totaled $11.1 million and $8.6 million as of June 30, 2024, and December 31, 2023, respectively, and are included in other assets, net on the accompanying condensed consolidated balance sheets. Non-marketable securities are recorded at cost, 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 and financial condition of the investee; changes in operating structure or management of the investee; and additional funding requirements of the investee. As a result of the evaluation, for one of its non-marketable equity security investments, the Company recorded an impairment of $16.6 million and $22.1 million for the three and six months ended June 30, 2023, included in other income (expense), net on the Company's condensed consolidated statements of operations. In addition, in connection with the investment 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. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022, included in other income (expense), net on the Company's condensed consolidated statements of operations. Pursuant to another investment 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 Company, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies. In June 2023, the Company decided not to exercise such rights and recorded an impairment of $7.0 million for the three months ended June 30, 2023, included in other income (expense), net on the Company's condensed consolidated statements of operations. No other impairment or downward adjustments to the carrying value of the Company's non-marketable securities have been otherwise recorded. 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 debt 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, primarily with biopharmaceutical companies and international laboratory partners, all of which have 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 net of allowance for credit losses, if any. A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner 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 June 30, Six Months Ended June 30, June 30, 2024 December 31, 2023 2024 2023 2024 2023 (unaudited) (unaudited) Customer A 12 % * * * 24 % 12 % Customer B 29 % 32 % 30 % 32 % * 12 % Customer C * * * * * 10 % * less than 10% Accounts Receivable, Net Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and 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 June 30, 2024, and December 31, 2023, the Company had unbilled receivables of $5.6 million and $4.9 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. The Company recorded immaterial credit losses related to its accounts receivable for the three and six months ended June 30, 2024, and 2023. Goodwill and Intangible Assets, net Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its 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 is tested for impairment at the enterprise level. As of June 30, 2024, there has been no impairment of goodwill. Intangible assets with finite useful lives are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 2—12 years. 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 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, as well as from development services and other. Precision oncology testing revenue includes amounts derived from the delivery of the Company’s precision oncology tests, including those tests delivered by labs operated by our strategic partners. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies, and kit fulfillment. 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, international laboratory partners and 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. FASB ASC Topic 606, Revenue from Contracts with Customers, 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. 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 biopharmaceutical 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 the companion diagnostic development and regulatory approval 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 these 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 companion diagnostic development and regulatory approval 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 recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed. In addition, the Company licenses its digital sequencing technologies to its domestic customers and international laboratory partners. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete, or over the technology transfer period. Other revenue also includes kit fulfillment, which is recognized when such products are delivered. For the three and six months ended June 30, 2024, the Company recorded $15.2 million and $24.9 million, respectively, as revenue related to performance obligations satisfied in prior periods. For the three and six months ended June 30, 2023, the Company recorded $2.8 million and $4.5 million, respectively, as revenue related to performance obligations satisfied in prior periods. Contracts with multiple performance obligations Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners 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; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract. 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 June 30, 2024 and December 31, 2023, the deferred revenue balance was $35.4 million and $22.9 million, respectively, of which $6.0 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying condensed consolidated balance sheets. Revenue recognized in the six months ended June 30, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $9.3 million, and revenue recognized in the six months ended June 30, 2023 that was included in the deferred revenue balance as of December 31, 2022 was $11.8 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 1-2 years. Costs of Precision Oncology Testing Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, lease 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. Cost of Development Services and Other Cost of development services and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers, and costs associated with the Company's partnership agreements and delivery of screening tests. 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 consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. 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 technology capabilities are recorded as research and development expenses unless they meet the criteria to be capitalized as internal-use software costs. Stock-Based Compensation Stock-based compensation related to stock options granted to the Company’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 (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the 2023 Employment Inducement Incentive Award Plan, or the 2023 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 Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s condensed consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s condensed consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. Any PSUs that remain unvested at the end of the performance period will be forfeited. Forfeitures are accounted for as they occur. Net Loss Per Share The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share 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, 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 as their effect is anti-dilutive. New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board, or FASB, i |
Condensed Consolidated Balanc_3
Condensed Consolidated Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Machinery and equipment $ 123,738 $ 118,117 Leasehold improvements 103,126 102,298 Computer hardware 35,167 34,417 Construction in progress 7,376 7,508 Furniture and fixtures 7,904 7,999 Computer software 2,016 2,065 Property and equipment, gross $ 279,327 $ 272,404 Less: accumulated depreciation (147,010) (127,308) Property and equipment, net $ 132,317 $ 145,096 Depreciation expense related to property and equipment was $10.1 million and $9.9 million for the three months ended June 30, 2024, and 2023, respectively, and $20.1 million and $19.6 million for the six months ended June 30, 2024, and 2023, respectively. Accrued Expenses Accrued expenses consist of the following: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Operating lease liabilities $ 27,663 $ 27,950 Other 43,017 35,525 Total accrued expenses $ 70,680 $ 63,475 |
Fair Value Measurements, Cash E
Fair Value Measurements, Cash Equivalents and Marketable Securities | 6 Months Ended |
Jun. 30, 2024 | |
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, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities 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: June 30, 2024 Fair Value Level 1 Level 2 Level 3 (unaudited) (in thousands) Financial Assets: Money market funds $ 15,061 $ 15,061 $ — $ — Fixed income bond funds 101,115 — 101,115 — U.S. government debt securities 884,891 — 884,891 — Total cash equivalents and restricted cash $ 1,001,067 $ 15,061 $ 986,006 $ — Short-term marketable equity securities $ 52,463 $ 52,463 $ — $ — Total $ 1,053,530 $ 67,524 $ 986,006 $ — Financial Liabilities: Contingent consideration $ 6,960 $ — $ — $ 6,960 Total $ 6,960 $ — $ — $ 6,960 December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 1,032,500 $ 1,032,500 $ — $ — Total cash equivalents $ 1,032,500 $ 1,032,500 $ — $ — U.S. government debt securities $ 35,097 $ — $ 35,097 $ — Total short-term marketable debt securities $ 35,097 $ — $ 35,097 $ — Long-term marketable equity securities $ 98,002 $ 98,002 $ — $ — Total $ 1,165,599 $ 1,130,502 $ 35,097 $ — Financial Liabilities: Contingent consideration $ 6,540 $ — $ — $ 6,540 Total $ 6,540 $ — $ — $ 6,540 The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Fixed income bond funds and 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. In July 2022, one of the Company's equity investees, Lunit Inc., or Lunit, completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in Lunit at fair value on a recurring basis, and classified the investment as marketable equity securities within Level 1 of the fair value hierarchy as the investment is valued using the quoted market price. The Company is subject to a 2-year lock-up period from Lunit's IPO date, during which the Company shall not transfer Lunit's shares between accounts, establish or cancel pledges, sell, or withdraw such shares, without approval from the Korea Exchange. In November 2023, Lunit issued bonus shares to its existing shareholders by allocating one new share for each existing share, and the Company is subject to the same lock-up period with the same restrictions for these bonus shares which expired in July 2024. As of June 30, 2024 and December 31, 2023, the balance of the investment in Lunit was $52.5 million and $98.0 million, included in prepaid expenses and other current assets, net, and other assets, net, respectively, on the Company's condensed consolidated balance sheets. In addition, the Company recorded $15.5 million and $45.5 million unrealized losses on the investment in Lunit for the three and six months ended June 30, 2024, respectively, and recorded $64.0 million and $67.9 million unrealized gains on the investment in Lunit for the three and six months ended June 30, 2023, respectively, included in other income (expense), net on the Company's condensed consolidated statement of operations. 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 changes in estimated contingent consideration to be paid are included in general and administrative expense 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 June 30, 2024 and December 31, 2023, the Company's acquisition-related contingent consideration liability was $7.0 million and $6.5 million, respectively, of which $3.5 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the Company's condensed consolidated balance sheets. The following table summarizes the activities for the Level 3 financial instruments: Contingent Consideration Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (in thousands) Fair value — beginning of period $ 6,660 $ 6,130 $ 6,540 $ 6,430 Increase in fair value 300 310 420 10 Fair value — end of period $ 6,960 $ 6,440 $ 6,960 $ 6,440 The Company considers the fair value of the Convertible Notes as of June 30, 2024, and December 31, 2023, 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 6, Debt , for additional information related to the fair value of the Convertible Notes. The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category: June 30, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (unaudited) (in thousands) Money market funds $ 15,061 $ — $ — $ 15,061 Fixed income bond funds 101,115 — — 101,115 U.S. government debt securities 884,892 2 (3) 884,891 Total $ 1,001,068 $ 2 $ (3) $ 1,001,067 December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market funds $ 1,032,500 $ — $ — $ 1,032,500 U.S. government debt securities 35,108 — (11) 35,097 Total $ 1,067,608 $ — $ (11) $ 1,067,597 None of the Company’s marketable debt securities had been in a continuous unrealized loss position for more than one year as of June 30, 2024 and December 31, 2023, respectively. |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023: June 30, 2024 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 $ (5,237) $ 6,649 6.3 Non-compete agreements and other covenant rights 5,100 (4,007) 1,093 1.5 Acquired technology 1,600 (1,600) — 0.0 Total intangible assets subject to amortization $ 18,586 $ (10,844) $ 7,742 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (10,844) $ 11,032 December 31, 2023 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 $ (4,686) $ 7,200 6.8 Non-compete agreements and other covenant rights 5,100 (3,588) 1,512 1.9 Acquired technology 1,600 (1,333) 267 0.3 Total intangible assets subject to amortization $ 18,586 $ (9,607) $ 8,979 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (9,607) $ 12,269 Amortization of finite-lived intangible assets was $0.6 million and $0.7 million for the three months ended June 30, 2024, and 2023, respectively, and $1.2 million and $1.4 million for the six months ended June 30, 2024, and 2023, respectively. The following table summarizes estimated future amortization expense of finite-lived intangible assets, net: Year Ending December 31, (unaudited) (in thousands) Remainder of 2024 $ 982 2025 1,670 2026 1,212 2027 1,107 2028 1,109 2029 and thereafter 1,662 Total $ 7,742 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 and December 31, 2023, 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 June 30, 2024, and December 31, 2023: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Principal $ 1,150,000 $ 1,150,000 Less: debt issuance costs, net of amortization (8,744) (10,034) Net carrying amount $ 1,141,256 $ 1,139,966 The total estimated fair value of the 2027 Notes was $885.5 million and $809.3 million as of June 30, 2024, and December 31, 2023, 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 $1.3 million for the three and six months ended June 30, 2024 and 2023, respectively, which represented an effective interest rate of 0.2% and 0.2% for the three and six months ended June 30, 2024, and 2023, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 0.3 to 9.0 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. Operating lease expense was $7.6 million and $7.4 million for the three months ended June 30, 2024, and 2023, respectively, and $15.2 million and $14.7 million for the six months ended June 30, 2024, and 2023, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes). June 30, 2024 December 31, 2023 (unaudited) Weighted-average remaining lease term (in years) 7.9 8.3 Weighted-average discount rate 3.77 % 3.87 % The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2024: Year Ending December 31, (unaudited) (in thousands) Remainder of 2024 $ 17,697 2025 33,163 2026 28,132 2027 24,479 2028 23,321 2029 and thereafter 101,835 Total operating lease payments $ 228,627 Less: imputed interest (28,770) Total operating lease liabilities $ 199,857 Finance leases are not material to the Company's condensed consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
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 has concluded. In October 2023, the District Court dismissed with prejudice TwinStrand’s infringement claims related to U.S. Patent Nos. 10,689,699 and 10,752,951. On November 14, 2023, a jury verdict was entered in favor of TwinStrand Biosciences and the University of Washington and against the Company. The jury found that the Company willfully infringed U.S. Patent Nos. 10,287,631 and 10,760,127, and awarded TwinStrand Biosciences and the University of Washington $83.4 million in damages, representing a 6% royalty on past sales. As a result, the Company recorded a liability of $83.4 million in the fourth quarter of 2023, which was reflected as a charge to other operating expense on its consolidated statements of operations, and as a component of other long-term liabilities on its consolidated balance sheets. Post-trial motions were filed on March 4, 2024, where the Company moved to overturn the jury’s verdict, seek a new trial, and/or amend the judgment, and TwinStrand Biosciences moved for enhanced damages based on the jury's finding of willful infringement, pre- and post-judgment interest, and a go-forward running royalty. A hearing date has not yet been set on the post-trial motions. The Company strongly disagrees with the jury verdict and will vigorously contest the verdict and judgment through post-trial motions in the District Court, and if needed, through appeal to the U.S. Court of Appeals for the Federal Circuit. On August 1, 2023, the Company publicly announced that it entered into a Collaboration and Settlement Agreement, or the Collaboration Agreement, with Illumina, Inc., or Illumina. Under the terms of the Collaboration Agreement, the parties have agreed to extend their long-standing commercial relationship by agreeing to collaborate on the sharing of specimen samples in order to advance cancer research, and by entering into a new long-term purchase and supply commitment. Furthermore, the parties agreed to dismiss with prejudice the March 2022 lawsuit filed by Illumina in the U.S. District Court for the District of Delaware, Illumina, Inc. v. Guardant Health, Inc. et al , Case No. 1:22-cv-00334-GBW-CJB, including any allegations related to the subject intellectual property. On June 11, 2024, the Company filed a patent infringement suit against Tempus AI, Inc., or Tempus, in the United States District Court for the District of Delaware alleging that Tempus infringes U.S. Patent Nos. 11,149,306; 9,902,992; 10,501,810; 10,793,916; and 11,643,693. The Company is seeking an injunction to stop Tempus’ infringement and compensatory damages. The case Guardant Health, Inc. v. Tempus AI, Inc. , Case No. 1:24-cv-00687, has been assigned to Judge Richard Andrews and does not yet have 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. The Company and Natera have both moved for summary judgment on various claims, with the court granting in part non-dispositive motions brought by each party. Trial is scheduled to commence in November 2024. 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 | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Common Stock | Common Stock The 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 June 30, 2024, and December 31, 2023, 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: June 30, 2024 December 31, 2023 (unaudited) Shares underlying outstanding stock options 3,750,726 4,012,903 Shares underlying unvested restricted stock units 5,171,148 4,346,785 Shares underlying unvested market-based restricted stock units — 2,260,764 Shares underlying unvested performance-based restricted stock units 1,291,889 412,490 Shares available for issuance under the 2018 Incentive Award Plan 11,273,559 7,053,406 Shares available for issuance under the 2018 Employee Stock Purchase Plan 2,414,509 1,679,635 Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan 4,270,121 4,949,988 Total 28,171,952 24,715,971 Equity Offering In May 2023, the Company completed a follow-on underwritten public offering, in which it issued and sold 14,375,000 shares of its common stock at a price of $28.00 per share, and received net proceeds of $381.4 million after deducting underwriting discounts and commissions and other offering costs of $21.1 million. In December 2023, the Company completed a registered direct offering with an investment management firm, in which it issued and sold 3,387,446 shares of its common stock at a price of $26.77 per share, and received net proceeds of $90.6 million. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2023 Employment Inducement Incentive Award Plan In August 2023, the Company’s Board of Directors adopted the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, under which the Company may exclusively grant awards to its new employees as an inducement material to the employee’s entry into employment with the Company. The 2023 Plan was approved by the Company's Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules. Stock Option Activity A summary of the Company’s stock option activity under the 2012 Plan, the 2018 Plan and the 2023 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, 2024 12,003,394 4,012,903 $ 31.76 6.6 $ 39,115 2018 Plan annual increase (1) 3,689,000 — Granted (427,767) 427,767 23.23 Exercised — (577,352) 4.46 Canceled 112,592 (112,592) 45.93 Restricted stock units granted (1,699,265) — — Restricted stock units canceled 486,612 — — Market-based restricted stock units canceled 2,260,764 — — Performance-based restricted stock units granted (870,268) — — Performance-based restricted stock units adjusted for performance achievement (48,234) — — Performance-based restricted stock units canceled 36,852 — — Balance as of June 30, 2024 15,543,680 3,750,726 $ 34.56 6.9 $ 31,292 Vested and Exercisable as of June 30, 2024 2,087,390 $ 34.05 5.3 $ 26,747 (1) Effective as of January 1, 2024, 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 $8.4 million and $0.3 million for the three months ended June 30, 2024, and 2023, respectively, and $9.0 million and $0.7 million for the six months ended June 30, 2024, and 2023, respectively. The weighted-average grant date fair value of options granted was $16.85 and $20.90 per share for the three months ended June 30, 2024, and 2023, respectively, and $14.87 and $20.75 per share for the six months ended June 30, 2024, and 2023, respectively. Future stock-based compensation for unvested options as of June 30, 2024 was $34.2 million, which is expected to be recognized over a weighted-average period of 2.1 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, the 2018 Plan and the 2023 Plan, and related information is as follows: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2024 4,346,785 $ 42.63 Granted 1,699,265 20.49 Vested and released (388,290) 50.31 Canceled (486,612) 45.55 Balance as of June 30, 2024 5,171,148 $ 34.51 Future stock-based compensation for unvested restricted stock units as of June 30, 2024 was $137.6 million, which is expected to be recognized over a weighted-average period of 2.1 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, to its employees and non-employees. The PSUs granted to employees consist of financial and/or operational metrics to be met over a performance period of approximately 0.6 to 4 years and an additional service period requirement of up to 2 years after the performance metrics are met. In addition, granted units might be adjusted when certain 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 0.6 to 4.5 years subject to meeting the respective performance metrics and service requirements. In November 2020 and May 2021, and as part of these PSU programs, the Company granted PSUs consisting of a performance period of 4 years combined with an additional service period requirement of six months should the vesting criteria be met. As of June 30, 2024, these PSUs had a grant-date fair value of approximately $25.6 million, net of forfeitures, however no compensation expense for these PSUs has been recorded to-date since the achievement of the performance metrics did not meet the criteria for accrual as of June 30, 2024. A summary of the Company’s PSU 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, 2024 412,490 $ 91.25 Granted 870,268 18.09 Vested and released (2,251) 32.86 Adjusted for performance achievement 48,234 32.84 Canceled (36,852) 76.65 Balance as of June 30, 2024 1,291,889 $ 40.30 Stock-based compensation recorded for the PSUs was $2.2 million and $0.2 million for the three months ended June 30, 2024, and 2023, respectively, and $3.6 million and $0.5 million for the six months ended June 30, 2024, and 2023, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of June 30, 2024 was $14.1 million, which is expected to be recognized over a weighted-average period of 2.2 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 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 was recognized based on an accelerated attribution method over the estimated derived service period, which was 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. On January 1, 2021, Tranche 1 of the MSUs became vested because it had met both service requirement and market-based performance metrics. All three tranches of the MSUs were fully expensed as of June 30, 2022. As of December 31, 2023, 2,260,764 shares of the MSUs, with a weighted-average grant date fair value of $65.20 per share, were outstanding under the 2018 Plan. In March 2024, the Board of Directors approved to cancel the unvested MSUs and concurrently approved to grant new awards to the Co-Chief Executive Officers, which was accounted for as a modification, however no stock-based compensation expense was reversed as the Company's Co-Chief Executive Officers had fulfilled the service requirement. Stock-Based Compensation Expense The following table presents the effect of employee and non-employee related stock-based compensation expense: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) Cost of precision oncology testing $ 1,275 $ 1,176 $ 2,536 $ 2,378 Cost of development services and other 495 477 990 951 Research and development expense 9,838 8,221 19,770 16,899 Sales and marketing expense 7,162 5,823 14,418 13,326 General and administrative expense 8,465 6,657 16,562 11,066 Total stock-based compensation expense $ 27,235 $ 22,354 $ 54,276 $ 44,620 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: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) Expected term (in years) 5.50 - 5.78 5.50 – 6.01 5.50 - 5.78 5.50 – 6.10 Expected volatility 67.8% - 69.4% 69.5% –70.5% 67.8% - 69.4% 69.5% –70.5% Risk-free interest rate 4.4% - 4.5% 3.4% – 4.0% 4.3% - 4.5% 3.4% – 4.2% 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, 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. 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 its 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. 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 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, March 2, 2023 and February 23, 2024, an additional 942,614, 1,026,194 and 1,106,700 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. Shares of common stock purchased under the ESPP were 371,826 and 298,781 for the three and six months ended June 30, 2024 and 2023, respectively. The grant date 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. The grant date fair value of the stock purchase right granted under the ESPP was estimated using a Black-Scholes option-pricing model with the following assumptions: Three and Six Months Ended June 30, 2024 2023 (unaudited) Expected term (in years) 0.50 0.50 Expected volatility 64.2% 76.6% Risk-free interest rate 5.4% 5.2% Expected dividend yield —% —% The total compensation expense related to the ESPP was $1.1 million and $1.4 million for the three months ended June 30, 2024, and 2023, respectively, and $2.5 million and $3.0 million for the six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, the unrecognized stock-based compensation expense related to the ESPP was $1.4 million, which is expected to be recognized over the remaining term of the offering period of 0.4 years. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands, except per share data) Net loss, basic and diluted $ (102,628) $ (72,771) $ (217,613) $ (206,304) Net loss per share, basic and diluted $ (0.84) $ (0.67) $ (1.78) $ (1.95) Weighted-average shares used in computing net loss per share, basic and diluted 122,447 108,808 122,080 105,752 Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, 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 for the periods presented as they had an anti-dilutive effect: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) Stock options 3,872 3,416 3,962 3,397 Restricted stock units 5,216 3,375 4,855 3,463 MSUs — 2,261 969 2,261 PSUs 1,312 361 960 349 ESPP obligation 224 177 244 220 Convertible senior notes 8,225 8,225 8,225 8,225 Total 18,849 17,815 19,215 17,915 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax expense for the three and six months ended June 30, 2024 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 domestic net deferred tax assets. The income tax expense for the three and six months ended June 30, 2024, and 2023, 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 | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) United States $ 168,115 $ 129,262 $ 325,463 $ 248,173 International 9,120 7,888 20,263 17,691 Total revenue $ 177,235 $ 137,150 $ 345,726 $ 265,864 As of June 30, 2024, and December 31, 2023, 99% and 98%, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Use of Estimates | Use of Estimates |
Unaudited Interim Condensed Financial Statements | Unaudited Interim Condensed Financial Statements 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, 2023. |
Restricted Cash | Restricted Cash As of June 30, 2024, the Company had restricted cash balance of $101.5 million, included in cash, cash equivalents and restricted cash on the Company's condensed consolidated balance sheets, of which substantially all was related to cash held as collateral under surety bond requirements related to the intellectual property dispute with TwinStrand Biosciences, Inc. and the University of Washington, as described in Note 8 Commitments and Contingencies - Legal Proceedings to the Company's condensed consolidated financial statements. |
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 investees. One of the investees is concluded to be a variable interest entity, or VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company's non-marketable equity and other related investments totaled $11.1 million and $8.6 million as of June 30, 2024, and December 31, 2023, respectively, and are included in other assets, net on the accompanying condensed consolidated balance sheets. Non-marketable securities are recorded at cost, 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 and financial condition of the investee; changes in operating structure or management of the investee; and additional funding requirements of the investee. As a result of the evaluation, for one of its non-marketable equity security investments, the Company recorded an impairment of $16.6 million and $22.1 million for the three and six months ended June 30, 2023, included in other income (expense), net on the Company's condensed consolidated statements of operations. In addition, in connection with the investment 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. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022, included in other income (expense), net on the Company's condensed consolidated statements of operations. Pursuant to another investment 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 Company, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies. In June 2023, the Company decided not to exercise such rights and recorded an impairment of $7.0 million for the three months ended June 30, 2023, included in other income (expense), net on the Company's condensed consolidated statements of operations. No other impairment or downward adjustments to the carrying value of the Company's non-marketable securities have been otherwise recorded. |
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 debt 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, primarily with biopharmaceutical companies and international laboratory partners, all of which have 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 net of allowance for credit losses, if any. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and 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 June 30, 2024, and December 31, 2023, the Company had unbilled receivables of $5.6 million and $4.9 million, respectively. |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its 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 is tested for impairment at the enterprise level. As of June 30, 2024, there has been no impairment of goodwill. Intangible assets with finite useful lives are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 2—12 years. |
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 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, as well as from development services and other. Precision oncology testing revenue includes amounts derived from the delivery of the Company’s precision oncology tests, including those tests delivered by labs operated by our strategic partners. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies, and kit fulfillment. 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, international laboratory partners and 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. FASB ASC Topic 606, Revenue from Contracts with Customers, 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. 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 biopharmaceutical 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 the companion diagnostic development and regulatory approval 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 these 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 companion diagnostic development and regulatory approval 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 recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed. In addition, the Company licenses its digital sequencing technologies to its domestic customers and international laboratory partners. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete, or over the technology transfer period. Other revenue also includes kit fulfillment, which is recognized when such products are delivered. For the three and six months ended June 30, 2024, the Company recorded $15.2 million and $24.9 million, respectively, as revenue related to performance obligations satisfied in prior periods. For the three and six months ended June 30, 2023, the Company recorded $2.8 million and $4.5 million, respectively, as revenue related to performance obligations satisfied in prior periods. Contracts with multiple performance obligations Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners 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; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract. 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 June 30, 2024 and December 31, 2023, the deferred revenue balance was $35.4 million and $22.9 million, respectively, of which $6.0 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying condensed consolidated balance sheets. Revenue recognized in the six months ended June 30, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $9.3 million, and revenue recognized in the six months ended June 30, 2023 that was included in the deferred revenue balance as of December 31, 2022 was $11.8 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 1-2 years. |
Costs of Precision Oncology Testing | Costs of Precision Oncology Testing |
Cost of Development Services and Other | Cost of Development Services and Other Cost of development services and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers, and costs associated with the Company's partnership agreements and delivery of screening tests. 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 consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. 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 technology capabilities are recorded as research and development expenses 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 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 (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the 2023 Employment Inducement Incentive Award Plan, or the 2023 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 Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s condensed consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s condensed consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. Any PSUs that remain unvested at the end of the performance period will be forfeited. Forfeitures are accounted for as they occur. |
Net Loss Per Share | Net Loss Per Share The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share 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, 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 as their effect is anti-dilutive. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance will be effective for the annual reporting periods beginning the year ended December 31, 2024, and for interim reporting periods beginning January 1, 2025, with early adoption permitted, and should be applied retrospectively. The Company expects to provide required disclosures upon the effective date. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which amended existing income tax disclosure guidance, primarily requiring more detailed disclosures on the effective tax rate reconciliation and income taxes paid. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company expects to provide required disclosures upon the effective date. |
Fair Value Measurements | Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities 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) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner 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 June 30, Six Months Ended June 30, June 30, 2024 December 31, 2023 2024 2023 2024 2023 (unaudited) (unaudited) Customer A 12 % * * * 24 % 12 % Customer B 29 % 32 % 30 % 32 % * 12 % Customer C * * * * * 10 % * less than 10% |
Condensed Consolidated Balanc_4
Condensed Consolidated Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consist of the following: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Machinery and equipment $ 123,738 $ 118,117 Leasehold improvements 103,126 102,298 Computer hardware 35,167 34,417 Construction in progress 7,376 7,508 Furniture and fixtures 7,904 7,999 Computer software 2,016 2,065 Property and equipment, gross $ 279,327 $ 272,404 Less: accumulated depreciation (147,010) (127,308) Property and equipment, net $ 132,317 $ 145,096 |
Schedule of Accrued Expenses | Accrued expenses consist of the following: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Operating lease liabilities $ 27,663 $ 27,950 Other 43,017 35,525 Total accrued expenses $ 70,680 $ 63,475 |
Fair Value Measurements, Cash_2
Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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: June 30, 2024 Fair Value Level 1 Level 2 Level 3 (unaudited) (in thousands) Financial Assets: Money market funds $ 15,061 $ 15,061 $ — $ — Fixed income bond funds 101,115 — 101,115 — U.S. government debt securities 884,891 — 884,891 — Total cash equivalents and restricted cash $ 1,001,067 $ 15,061 $ 986,006 $ — Short-term marketable equity securities $ 52,463 $ 52,463 $ — $ — Total $ 1,053,530 $ 67,524 $ 986,006 $ — Financial Liabilities: Contingent consideration $ 6,960 $ — $ — $ 6,960 Total $ 6,960 $ — $ — $ 6,960 December 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 1,032,500 $ 1,032,500 $ — $ — Total cash equivalents $ 1,032,500 $ 1,032,500 $ — $ — U.S. government debt securities $ 35,097 $ — $ 35,097 $ — Total short-term marketable debt securities $ 35,097 $ — $ 35,097 $ — Long-term marketable equity securities $ 98,002 $ 98,002 $ — $ — Total $ 1,165,599 $ 1,130,502 $ 35,097 $ — Financial Liabilities: Contingent consideration $ 6,540 $ — $ — $ 6,540 Total $ 6,540 $ — $ — $ 6,540 |
Schedule of Level 3 Activity | The following table summarizes the activities for the Level 3 financial instruments: Contingent Consideration Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (unaudited) (in thousands) Fair value — beginning of period $ 6,660 $ 6,130 $ 6,540 $ 6,430 Increase in fair value 300 310 420 10 Fair value — end of period $ 6,960 $ 6,440 $ 6,960 $ 6,440 |
Schedule of Cash Equivalents and Marketable Securities' | The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category: June 30, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (unaudited) (in thousands) Money market funds $ 15,061 $ — $ — $ 15,061 Fixed income bond funds 101,115 — — 101,115 U.S. government debt securities 884,892 2 (3) 884,891 Total $ 1,001,068 $ 2 $ (3) $ 1,001,067 December 31, 2023 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market funds $ 1,032,500 $ — $ — $ 1,032,500 U.S. government debt securities 35,108 — (11) 35,097 Total $ 1,067,608 $ — $ (11) $ 1,067,597 |
Intangible Assets, Net and Go_2
Intangible Assets, Net and Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The following table presents details of purchased intangible assets as of June 30, 2024, and December 31, 2023: June 30, 2024 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 $ (5,237) $ 6,649 6.3 Non-compete agreements and other covenant rights 5,100 (4,007) 1,093 1.5 Acquired technology 1,600 (1,600) — 0.0 Total intangible assets subject to amortization $ 18,586 $ (10,844) $ 7,742 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (10,844) $ 11,032 December 31, 2023 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 $ (4,686) $ 7,200 6.8 Non-compete agreements and other covenant rights 5,100 (3,588) 1,512 1.9 Acquired technology 1,600 (1,333) 267 0.3 Total intangible assets subject to amortization $ 18,586 $ (9,607) $ 8,979 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (9,607) $ 12,269 |
Schedule of Indefinite-Lived Intangible Assets | The following table presents details of purchased intangible assets as of June 30, 2024, and December 31, 2023: June 30, 2024 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 $ (5,237) $ 6,649 6.3 Non-compete agreements and other covenant rights 5,100 (4,007) 1,093 1.5 Acquired technology 1,600 (1,600) — 0.0 Total intangible assets subject to amortization $ 18,586 $ (10,844) $ 7,742 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (10,844) $ 11,032 December 31, 2023 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 $ (4,686) $ 7,200 6.8 Non-compete agreements and other covenant rights 5,100 (3,588) 1,512 1.9 Acquired technology 1,600 (1,333) 267 0.3 Total intangible assets subject to amortization $ 18,586 $ (9,607) $ 8,979 Intangible assets not subject to amortization: Goodwill 3,290 — 3,290 Total purchased intangible assets $ 21,876 $ (9,607) $ 12,269 |
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 2024 $ 982 2025 1,670 2026 1,212 2027 1,107 2028 1,109 2029 and thereafter 1,662 Total $ 7,742 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024, and December 31, 2023: June 30, 2024 December 31, 2023 (unaudited) (in thousands) Principal $ 1,150,000 $ 1,150,000 Less: debt issuance costs, net of amortization (8,744) (10,034) Net carrying amount $ 1,141,256 $ 1,139,966 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Lease Information | June 30, 2024 December 31, 2023 (unaudited) Weighted-average remaining lease term (in years) 7.9 8.3 Weighted-average discount rate 3.77 % 3.87 % |
Schedule of Operating Lease Liability Maturities | The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of June 30, 2024: Year Ending December 31, (unaudited) (in thousands) Remainder of 2024 $ 17,697 2025 33,163 2026 28,132 2027 24,479 2028 23,321 2029 and thereafter 101,835 Total operating lease payments $ 228,627 Less: imputed interest (28,770) Total operating lease liabilities $ 199,857 |
Common Stock (Tables)
Common Stock (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company’s common stock has been reserved for the following potential future issuances: June 30, 2024 December 31, 2023 (unaudited) Shares underlying outstanding stock options 3,750,726 4,012,903 Shares underlying unvested restricted stock units 5,171,148 4,346,785 Shares underlying unvested market-based restricted stock units — 2,260,764 Shares underlying unvested performance-based restricted stock units 1,291,889 412,490 Shares available for issuance under the 2018 Incentive Award Plan 11,273,559 7,053,406 Shares available for issuance under the 2018 Employee Stock Purchase Plan 2,414,509 1,679,635 Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan 4,270,121 4,949,988 Total 28,171,952 24,715,971 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Plan, the 2018 Plan and the 2023 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, 2024 12,003,394 4,012,903 $ 31.76 6.6 $ 39,115 2018 Plan annual increase (1) 3,689,000 — Granted (427,767) 427,767 23.23 Exercised — (577,352) 4.46 Canceled 112,592 (112,592) 45.93 Restricted stock units granted (1,699,265) — — Restricted stock units canceled 486,612 — — Market-based restricted stock units canceled 2,260,764 — — Performance-based restricted stock units granted (870,268) — — Performance-based restricted stock units adjusted for performance achievement (48,234) — — Performance-based restricted stock units canceled 36,852 — — Balance as of June 30, 2024 15,543,680 3,750,726 $ 34.56 6.9 $ 31,292 Vested and Exercisable as of June 30, 2024 2,087,390 $ 34.05 5.3 $ 26,747 (1) Effective as of January 1, 2024, 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. |
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, the 2018 Plan and the 2023 Plan, and related information is as follows: Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value (unaudited) Balance as of January 1, 2024 4,346,785 $ 42.63 Granted 1,699,265 20.49 Vested and released (388,290) 50.31 Canceled (486,612) 45.55 Balance as of June 30, 2024 5,171,148 $ 34.51 A summary of the Company’s PSU 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, 2024 412,490 $ 91.25 Granted 870,268 18.09 Vested and released (2,251) 32.86 Adjusted for performance achievement 48,234 32.84 Canceled (36,852) 76.65 Balance as of June 30, 2024 1,291,889 $ 40.30 |
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: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) Cost of precision oncology testing $ 1,275 $ 1,176 $ 2,536 $ 2,378 Cost of development services and other 495 477 990 951 Research and development expense 9,838 8,221 19,770 16,899 Sales and marketing expense 7,162 5,823 14,418 13,326 General and administrative expense 8,465 6,657 16,562 11,066 Total stock-based compensation expense $ 27,235 $ 22,354 $ 54,276 $ 44,620 |
Schedule of Share-based Payment Award, Stock Options, 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: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) Expected term (in years) 5.50 - 5.78 5.50 – 6.01 5.50 - 5.78 5.50 – 6.10 Expected volatility 67.8% - 69.4% 69.5% –70.5% 67.8% - 69.4% 69.5% –70.5% Risk-free interest rate 4.4% - 4.5% 3.4% – 4.0% 4.3% - 4.5% 3.4% – 4.2% Expected dividend yield —% —% —% —% The grant date fair value of the stock purchase right granted under the ESPP was estimated using a Black-Scholes option-pricing model with the following assumptions: Three and Six Months Ended June 30, 2024 2023 (unaudited) Expected term (in years) 0.50 0.50 Expected volatility 64.2% 76.6% Risk-free interest rate 5.4% 5.2% Expected dividend yield —% —% |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of the basic and diluted net loss per share: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands, except per share data) Net loss, basic and diluted $ (102,628) $ (72,771) $ (217,613) $ (206,304) Net loss per share, basic and diluted $ (0.84) $ (0.67) $ (1.78) $ (1.95) Weighted-average shares used in computing net loss per share, basic and diluted 122,447 108,808 122,080 105,752 |
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 for the periods presented as they had an anti-dilutive effect: Three Months Ended Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) Stock options 3,872 3,416 3,962 3,397 Restricted stock units 5,216 3,375 4,855 3,463 MSUs — 2,261 969 2,261 PSUs 1,312 361 960 349 ESPP obligation 224 177 244 220 Convertible senior notes 8,225 8,225 8,225 8,225 Total 18,849 17,815 19,215 17,915 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 (unaudited) (in thousands) United States $ 168,115 $ 129,262 $ 325,463 $ 248,173 International 9,120 7,888 20,263 17,691 Total revenue $ 177,235 $ 137,150 $ 345,726 $ 265,864 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Restricted cash | $ 101,500,000 | $ 101,500,000 | |||||
Non-marketable equity and other investments | 11,100,000 | 11,100,000 | $ 8,600,000 | ||||
Impairment of non-marketable equity securities and other related assets | $ 7,000,000 | $ 16,600,000 | $ 22,100,000 | $ 5,300,000 | |||
Impairment or adjustments of non-marketable securities | 0 | ||||||
Contract asset | 5,600,000 | $ 5,600,000 | 4,900,000 | ||||
Number of operating segments | segment | 1 | ||||||
Impairment of goodwill | 0 | $ 0 | |||||
Revenue recognized in current period, delivered in prior periods | 15,200,000 | $ 2,800,000 | 24,900,000 | 4,500,000 | |||
Deferred revenue | 35,400,000 | 35,400,000 | 22,900,000 | ||||
Deferred revenue long term | $ 6,000,000 | 6,000,000 | $ 5,000,000 | ||||
Deferred revenue recognized | $ 9,300,000 | $ 11,800,000 | |||||
Minimum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Useful life (years) | 2 years | 2 years | |||||
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Remaining performance obligation, expected recognition period | 1 year | 1 year | |||||
Maximum | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Useful life (years) | 12 years | 12 years | |||||
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01 | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Remaining performance obligation, expected recognition period | 2 years | 2 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentration Risk (Details) - Credit Concentration Risk | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Customer A | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
Customer A | Accounts Receivable, Net | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 24% | 12% | |||
Customer B | Revenue | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 29% | 32% | 30% | 32% | |
Customer B | Accounts Receivable, Net | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12% | ||||
Customer C | Accounts Receivable, Net | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% |
Condensed Consolidated Balanc_5
Condensed Consolidated Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 279,327 | $ 272,404 |
Less: accumulated depreciation | (147,010) | (127,308) |
Property and equipment, net | 132,317 | 145,096 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 123,738 | 118,117 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 103,126 | 102,298 |
Computer hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 35,167 | 34,417 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,376 | 7,508 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,904 | 7,999 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,016 | $ 2,065 |
Condensed Consolidated Balanc_6
Condensed Consolidated Balance Sheet Components - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Depreciation expense | $ 10.1 | $ 9.9 | $ 20.1 | $ 19.6 |
Condensed Consolidated Balanc_7
Condensed Consolidated Balance Sheet Components - Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Operating lease liabilities | $ 27,663 | $ 27,950 |
Other | 43,017 | 35,525 |
Total accrued expenses | $ 70,680 | $ 63,475 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Financial Assets: | ||
Cash equivalents | $ 1,001,067 | $ 1,032,500 |
Short-term marketable equity securities | 52,463 | |
Short-term marketable debt securities | 35,097 | |
Long-term marketable equity securities | 98,002 | |
Total financial assets | 1,053,530 | 1,165,599 |
Financial Liabilities: | ||
Contingent consideration | 6,960 | 6,540 |
Total financial liabilities | 6,960 | 6,540 |
Level 1 | ||
Financial Assets: | ||
Cash equivalents | 15,061 | 1,032,500 |
Short-term marketable equity securities | 52,463 | |
Short-term marketable debt securities | 0 | |
Long-term marketable equity securities | 98,002 | |
Total financial assets | 67,524 | 1,130,502 |
Financial Liabilities: | ||
Contingent consideration | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 2 | ||
Financial Assets: | ||
Cash equivalents | 986,006 | 0 |
Short-term marketable equity securities | 0 | |
Short-term marketable debt securities | 35,097 | |
Long-term marketable equity securities | 0 | |
Total financial assets | 986,006 | 35,097 |
Financial Liabilities: | ||
Contingent consideration | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level 3 | ||
Financial Assets: | ||
Cash equivalents | 0 | 0 |
Short-term marketable equity securities | 0 | |
Short-term marketable debt securities | 0 | |
Long-term marketable equity securities | 0 | |
Total financial assets | 0 | 0 |
Financial Liabilities: | ||
Contingent consideration | 6,960 | 6,540 |
Total financial liabilities | 6,960 | 6,540 |
U.S. government debt securities | ||
Financial Assets: | ||
Short-term marketable debt securities | 35,097 | |
U.S. government debt securities | Level 1 | ||
Financial Assets: | ||
Short-term marketable debt securities | 0 | |
U.S. government debt securities | Level 2 | ||
Financial Assets: | ||
Short-term marketable debt securities | 35,097 | |
U.S. government debt securities | Level 3 | ||
Financial Assets: | ||
Short-term marketable debt securities | 0 | |
Money market funds | ||
Financial Assets: | ||
Cash equivalents | 15,061 | 1,032,500 |
Money market funds | Level 1 | ||
Financial Assets: | ||
Cash equivalents | 15,061 | 1,032,500 |
Money market funds | Level 2 | ||
Financial Assets: | ||
Cash equivalents | 0 | 0 |
Money market funds | Level 3 | ||
Financial Assets: | ||
Cash equivalents | 0 | $ 0 |
Fixed income bond funds | ||
Financial Assets: | ||
Cash equivalents | 101,115 | |
Fixed income bond funds | Level 1 | ||
Financial Assets: | ||
Cash equivalents | 0 | |
Fixed income bond funds | Level 2 | ||
Financial Assets: | ||
Cash equivalents | 101,115 | |
Fixed income bond funds | Level 3 | ||
Financial Assets: | ||
Cash equivalents | 0 | |
U.S. government debt securities | ||
Financial Assets: | ||
Cash equivalents | 884,891 | |
U.S. government debt securities | Level 1 | ||
Financial Assets: | ||
Cash equivalents | 0 | |
U.S. government debt securities | Level 2 | ||
Financial Assets: | ||
Cash equivalents | 884,891 | |
U.S. government debt securities | Level 3 | ||
Financial Assets: | ||
Cash equivalents | $ 0 |
Fair Value Measurements, Cash_4
Fair Value Measurements, Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Realized gain (loss) on marketable debt securities | $ 0 | $ 0 | $ 0 | $ 0 | ||
Recognition of credit losses | 0 | 0 | 0 | 0 | ||
Lunit Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Lock up period | 2 years | |||||
Unrealized (loss) gain on marketable equity securities | 15,500,000 | $ 64,000,000 | 45,500,000 | $ 67,900,000 | ||
Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Short-term marketable equity securities | 52,463,000 | 52,463,000 | ||||
Long-term marketable equity securities | $ 98,002,000 | |||||
Contingent consideration | 6,960,000 | 6,960,000 | 6,540,000 | |||
Level 1 | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Short-term marketable equity securities | 52,463,000 | 52,463,000 | ||||
Long-term marketable equity securities | 98,002,000 | |||||
Contingent consideration | 0 | 0 | 0 | |||
Level 1 | Fair Value, Measurements, Recurring | Lunit Inc. | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Short-term marketable equity securities | 52,500,000 | 52,500,000 | ||||
Long-term marketable equity securities | 98,000,000 | |||||
Level 3 | Fair Value, Measurements, Recurring | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Short-term marketable equity securities | 0 | 0 | ||||
Long-term marketable equity securities | 0 | |||||
Contingent consideration | 6,960,000 | 6,960,000 | 6,540,000 | |||
Contingent consideration liability, noncurrent | $ 3,500,000 | $ 3,500,000 | $ 5,000,000 |
Fair Value Measurements, Cash_5
Fair Value Measurements, Cash Equivalents and Marketable Securities - Activity In Level 3 Instruments (Details) - Contingent Consideration - Fair Value, Measurements, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Fair value — beginning of period | $ 6,660 | $ 6,130 | $ 6,540 | $ 6,430 |
Increase in fair value | 300 | 310 | 420 | 10 |
Fair value — end of period | $ 6,960 | $ 6,440 | $ 6,960 | $ 6,440 |
Fair Value Measurements, Cash_6
Fair Value Measurements, Cash Equivalents and Marketable Securities - Cash Equivalents and Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2023 |
Debt Securities, Available-for-sale [Line Items] | |||
Amortization cost, cash and cash equivalents | $ 933,694 | $ 271,073 | |
Amortized cost, cash and cash equivalents and debt securities available-for-sale | 1,001,068 | $ 1,067,608 | |
Gross Unrealized Gain | 2 | 0 | |
Gross Unrealized Loss | (3) | (11) | |
Estimated fair value, cash, cash equivalents and debt securities | 1,001,067 | 1,067,597 | |
Money market funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortization cost, cash and cash equivalents | 15,061 | 1,032,500 | |
Gross Unrealized Gain | 0 | 0 | |
Gross Unrealized Loss | 0 | 0 | |
Estimated fair value, cash and cash equivalents | 15,061 | 1,032,500 | |
Fixed income bond funds | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost, debt securities, available-for-sale | 101,115 | ||
Gross Unrealized Gain | 0 | ||
Gross Unrealized Loss | 0 | ||
Estimated fair value, debt securities | 101,115 | ||
U.S. government debt securities | |||
Debt Securities, Available-for-sale [Line Items] | |||
Amortized cost, debt securities, available-for-sale | 884,892 | 35,108 | |
Gross Unrealized Gain | 2 | 0 | |
Gross Unrealized Loss | (3) | (11) | |
Estimated fair value, debt securities | $ 884,891 | $ 35,097 |
Intangible Assets, Net and Go_3
Intangible Assets, Net and Goodwill - Intangible Assets by Class (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $ 18,586 | $ 18,586 |
Intangible assets subject to amortization, accumulated amortization | (10,844) | (9,607) |
Total | 7,742 | 8,979 |
Goodwill | 3,290 | 3,290 |
Gross Carrying Amount | 21,876 | 21,876 |
Net Carrying Amount | 11,032 | 12,269 |
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 | (5,237) | (4,686) |
Total | $ 6,649 | $ 7,200 |
Remaining Weighted-Average Useful Life | 6 years 3 months 18 days | 6 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 | (4,007) | (3,588) |
Total | $ 1,093 | $ 1,512 |
Remaining Weighted-Average Useful Life | 1 year 6 months | 1 year 10 months 24 days |
Acquired technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets subject to amortization, gross carrying amount | $ 1,600 | $ 1,600 |
Intangible assets subject to amortization, accumulated amortization | (1,600) | (1,333) |
Total | $ 0 | $ 267 |
Remaining Weighted-Average Useful Life | 0 years | 3 months 18 days |
Intangible Assets, Net and Go_4
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 0.6 | $ 0.7 | $ 1.2 | $ 1.4 |
Intangible Assets, Net and Go_5
Intangible Assets, Net and Goodwill - Future Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 982 | |
2025 | 1,670 | |
2026 | 1,212 | |
2027 | 1,107 | |
2028 | 1,109 | |
2029 and thereafter | 1,662 | |
Total | $ 7,742 | $ 8,979 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2020 USD ($) trading_day $ / shares | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||||
Amortization of debt issuance costs | $ | $ 1,290,000 | $ 1,287,000 | |||
Strike price (in dollars per share) | $ / shares | $ 182.60 | ||||
Share price, premium | 75% | ||||
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 | $ 1,150,000,000 | |
Stated interest rate | 0% | ||||
Maximum special interest rate percentage | 0.50% | ||||
Conversion ratio | 0.0071523 | ||||
Conversion price (in dollars per share) | $ / shares | $ 139.82 | ||||
Estimated fair value | $ | 885,500,000 | 885,500,000 | $ 809,300,000 | ||
Amortization of debt issuance costs | $ | $ 600,000 | $ 1,300,000 | |||
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 | $ 100 | |||
Senior Notes Due 2027 | Convertible Debt | Conversion Period One | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of common stock price trigger | 130% | ||||
Threshold of common stock trading days | trading_day | 20 | ||||
Threshold of consecutive common stock trading days | trading_day | 30 | ||||
Senior Notes Due 2027 | Convertible Debt | Conversion Period Two | |||||
Debt Instrument [Line Items] | |||||
Threshold of common stock trading days | trading_day | 5 | ||||
Threshold of consecutive common stock trading days | trading_day | 10 | ||||
Minimum percentage of common stock price trigger | 98% | ||||
Senior Notes Due 2027 | Convertible Debt | Conversion Period Three | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of common stock price trigger | 130% | ||||
Threshold of common stock trading days | trading_day | 20 | ||||
Threshold of consecutive common stock trading days | trading_day | 30 | ||||
Senior Notes Due 2027 | Convertible senior notes | |||||
Debt Instrument [Line Items] | |||||
Effective interest rate of the liability component | 0.20% |
Debt - Components of Convertibl
Debt - Components of Convertible Senior Notes (Details) - Convertible Debt - Senior Notes Due 2027 - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Nov. 30, 2020 |
Debt Instrument [Line Items] | |||
Principal | $ 1,150,000 | $ 1,150,000 | $ 1,150,000 |
Less: debt issuance costs, net of amortization | (8,744) | (10,034) | |
Net carrying amount | $ 1,141,256 | $ 1,139,966 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease expense | $ 7.6 | $ 7.4 | $ 15.2 | $ 14.7 |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 3 months 18 days | 3 months 18 days | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease term | 9 years | 9 years |
Leases - Lease Information (Det
Leases - Lease Information (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 7 years 10 months 24 days | 8 years 3 months 18 days |
Weighted-average discount rate | 3.77% | 3.87% |
Leases - Operating Liability Ma
Leases - Operating Liability Maturities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 17,697 |
2025 | 33,163 |
2026 | 28,132 |
2027 | 24,479 |
2028 | 23,321 |
2029 and thereafter | 101,835 |
Total operating lease payments | 228,627 |
Less: imputed interest | (28,770) |
Total operating lease liabilities | $ 199,857 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc. $ in Millions | 1 Months Ended | ||
Nov. 14, 2023 USD ($) | Oct. 31, 2021 patent | Dec. 31, 2023 USD ($) | |
Other Commitments [Line Items] | |||
Gain contingency, patents allegedly infringed upon, number | patent | 4 | ||
Settled Litigation | |||
Other Commitments [Line Items] | |||
Loss contingency, damages awarded, value | $ 83.4 | ||
Percentage of royalty | 6% | ||
Reserve for payments related to litigation | $ 83.4 |
Common Stock - Narrative (Detai
Common Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | May 31, 2023 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Equity [Abstract] | ||||||
Dividends on common stock | $ 0 | $ 0 | ||||
Issuance of common stock upon follow-on public offering, net of offering costs (in shares) | 3,387,446 | 14,375,000 | ||||
Share price of stock issued (in usd per share) | $ 26.77 | $ 28 | $ 26.77 | |||
Proceeds from follow-on public offering | $ 381,400 | $ 0 | $ 402,500 | |||
Adjustments to additional paid in capital, stock issued, issuance costs | $ 90,600 | $ 21,100 | $ 21,131 | $ 21,131 |
Common Stock - Stock by Class (
Common Stock - Stock by Class (Details) - shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 28,171,952 | 24,715,971 |
Shares underlying outstanding stock options | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 3,750,726 | 4,012,903 |
Shares underlying unvested restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 5,171,148 | 4,346,785 |
Shares underlying unvested market-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 0 | 2,260,764 |
Shares underlying unvested performance-based restricted stock units | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 1,291,889 | 412,490 |
Shares available for issuance under the 2018 Incentive Award Plan | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 11,273,559 | 7,053,406 |
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) | 2,414,509 | 1,679,635 |
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan | ||
Class of Stock [Line Items] | ||
Common stock, shares reserved for future issuance (in shares) | 4,270,121 | 4,949,988 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jan. 01, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Shares Available for Grant | |||
Beginning number of shares, available for grant (in shares) | 12,003,394 | 12,003,394 | |
2018 Plan annual increase (in shares) | 3,689,000 | 3,689,000 | |
Restricted stock units adjusted for performance adjustment (in shares) | (48,234) | ||
Ending number of shares, available for grant (in shares) | 15,543,680 | 12,003,394 | |
Shares Subject to Options Outstanding | |||
Beginning number of shares, outstanding (in shares) | 4,012,903 | 4,012,903 | |
Granted (in shares) | 427,767 | ||
Exercised (in shares) | (577,352) | ||
Canceled (in shares) | (112,592) | ||
Ending number of shares, outstanding (in shares) | 3,750,726 | 4,012,903 | |
Options vested and exercisable, number of options (in shares) | 2,087,390 | ||
Weighted-Average Exercise Price | |||
Beginning balance of options outstanding (in usd per share) | $ 31.76 | $ 31.76 | |
Granted (in usd per share) | 23.23 | ||
Exercised (in usd per share) | 4.46 | ||
Canceled (in usd per share) | 45.93 | ||
Ending balance of options outstanding (in usd per share) | 34.56 | $ 31.76 | |
Options vested and exercisable, weighted average exercise price per share (in usd per share) | $ 34.05 | ||
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value | |||
Options outstanding, weighted average remaining contractual term (in years) | 6 years 10 months 24 days | 6 years 7 months 6 days | |
Options vested and exercisable, weighted average remaining contractual term (in years) | 5 years 3 months 18 days | ||
Options outstanding, aggregate intrinsic value | $ 31,292 | $ 39,115 | |
Options vested and exercisable, aggregate intrinsic value | $ 26,747 | ||
2018 plan annual increase (in shares) | 3,689,000 | 3,689,000 | |
Equity Option | |||
Shares Available for Grant | |||
Granted (in shares) | (427,767) | ||
Canceled (in shares) | 112,592 | ||
Restricted Stock Units | |||
Shares Available for Grant | |||
Granted (in shares) | (1,699,265) | ||
Canceled (in shares) | 486,612 | ||
Shares underlying unvested performance-based restricted stock units | |||
Shares Available for Grant | |||
Granted (in shares) | (870,268) | ||
Canceled (in shares) | 36,852 | ||
MSUs | |||
Shares Available for Grant | |||
Canceled (in shares) | 2,260,764 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Feb. 23, 2024 shares | Mar. 02, 2023 shares | Jan. 01, 2021 | Jan. 01, 2020 shares | May 31, 2021 | Nov. 30, 2020 USD ($) | May 31, 2020 tranche shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 $ / shares shares | Sep. 30, 2018 shares | |
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 | $ 16.85 | $ 20.90 | $ 14.87 | $ 20.75 | |||||||||
Stock based compensation not recognized, options | $ 34,200 | $ 34,200 | |||||||||||
Stock based compensation not recognized, period for recognition (in years) | 2 years 1 month 6 days | ||||||||||||
Total stock-based compensation expense | 27,235 | $ 22,354 | $ 54,276 | $ 44,620 | |||||||||
Stock options | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Exercises in period, intrinsic value | $ 8,400 | $ 300 | $ 9,000 | $ 700 | |||||||||
Expected dividend yield | 0% | 0% | 0% | 0% | |||||||||
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 (in years) | 2 years 1 month 6 days | ||||||||||||
Stock based compensation not recognized, other than options | $ 137,600 | $ 137,600 | |||||||||||
Unvested balance (in shares) | shares | 5,171,148 | 5,171,148 | 4,346,785 | ||||||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 34.51 | $ 34.51 | $ 42.63 | ||||||||||
Shares underlying unvested performance-based restricted stock units | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock based compensation not recognized, period for recognition (in years) | 2 years 2 months 12 days | ||||||||||||
Stock based compensation not recognized, other than options | $ 14,100 | $ 14,100 | |||||||||||
Weighted-average derivative service period | 4 years | 4 years | |||||||||||
Additional service period requirement | 2 years | ||||||||||||
Market-based stock unit vesting period | 6 months | 6 months | |||||||||||
Forfeitures value | 25,600 | ||||||||||||
Total stock-based compensation expense | $ 0 | $ 2,200 | $ 200 | $ 3,600 | $ 500 | ||||||||
Total market-based restricted stock units approved and granted (in shares) | shares | 870,268 | ||||||||||||
Unvested balance (in shares) | shares | 1,291,889 | 1,291,889 | 412,490 | ||||||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 40.30 | $ 40.30 | $ 91.25 | ||||||||||
Shares underlying unvested performance-based restricted stock units | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average derivative service period | 7 months 6 days | ||||||||||||
Market-based stock unit vesting period | 7 months 6 days | ||||||||||||
Shares underlying unvested performance-based restricted stock units | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Weighted-average derivative service period | 4 years | ||||||||||||
Market-based stock unit vesting period | 4 years 6 months | ||||||||||||
MSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Market-based restricted stock share price goal | 30 days | ||||||||||||
Unvested balance (in shares) | shares | 2,260,764 | ||||||||||||
Weighted average grant date fair value (in usd per share) | $ / shares | $ 65.20 | ||||||||||||
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) | shares | 1,695,574 | ||||||||||||
Number of tranches | tranche | 3 | ||||||||||||
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 (in years) | 4 months 24 days | ||||||||||||
Stock based compensation not recognized, other than options | $ 1,400 | $ 1,400 | |||||||||||
Total stock-based compensation expense | $ 1,100 | $ 1,400 | $ 2,500 | $ 3,000 | |||||||||
Expected dividend yield | 0% | 0% | |||||||||||
Shares authorized (in shares) | shares | 1,106,700 | 1,026,194 | 942,614 | ||||||||||
Maximum employee subscription rate, ESPP | 10% | 10% | |||||||||||
Purchase price of common stock (as a percent of the fair value of common stock) | 85% | ||||||||||||
Purchase period | 6 months | ||||||||||||
Common stock issued under employee stock purchase plan (in shares) | shares | 371,826 | 298,781 | 371,826 | 298,781 | |||||||||
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) | shares | 922,250 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Activity (Details) | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Shares underlying unvested restricted stock units | |
Restricted Stock Units Outstanding | |
Beginning unvested balance (in shares) | shares | 4,346,785 |
Granted (in shares) | shares | 1,699,265 |
Vested and released (in shares) | shares | (388,290) |
Canceled (in shares) | shares | (486,612) |
Ending unvested balance (in shares) | shares | 5,171,148 |
Weighted-Average Grant Date Fair Value | |
Beginning balance of options outstanding (in usd per share) | $ / shares | $ 42.63 |
Weighted average grant date fair value of MSU (in usd per share) | $ / shares | 20.49 |
Vested and released (in usd per share) | $ / shares | 50.31 |
Canceled (in usd per share) | $ / shares | 45.55 |
Ending balance of options outstanding (in usd per share) | $ / shares | $ 34.51 |
Shares underlying unvested performance-based restricted stock units | |
Restricted Stock Units Outstanding | |
Beginning unvested balance (in shares) | shares | 412,490 |
Granted (in shares) | shares | 870,268 |
Vested and released (in shares) | shares | (2,251) |
Restricted stock units adjusted for performance adjustment (in shares) | shares | 48,234 |
Canceled (in shares) | shares | (36,852) |
Ending unvested balance (in shares) | shares | 1,291,889 |
Weighted-Average Grant Date Fair Value | |
Beginning balance of options outstanding (in usd per share) | $ / shares | $ 91.25 |
Weighted average grant date fair value of MSU (in usd per share) | $ / shares | 18.09 |
Vested and released (in usd per share) | $ / shares | 32.86 |
Adjusted for performance achievement (in usd per share) | $ / shares | 32.84 |
Canceled (in usd per share) | $ / shares | 76.65 |
Ending balance of options outstanding (in usd per share) | $ / shares | $ 40.30 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 27,235 | $ 22,354 | $ 54,276 | $ 44,620 |
Cost of precision oncology testing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 1,275 | 1,176 | 2,536 | 2,378 |
Cost of development services and other | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 495 | 477 | 990 | 951 |
Research and development expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 9,838 | 8,221 | 19,770 | 16,899 |
Sales and marketing expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | 7,162 | 5,823 | 14,418 | 13,326 |
General and administrative expense | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation expense | $ 8,465 | $ 6,657 | $ 16,562 | $ 11,066 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation of Stock Options (Details) - Stock options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 3.40% | |||
Expected dividend yield | 0% | 0% | 0% | 0% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Expected volatility | 67.80% | 69.50% | 67.80% | 69.50% |
Risk-free interest rate | 4.40% | 4.30% | 3.40% | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 9 months 10 days | 6 years 3 days | 5 years 9 months 10 days | 6 years 1 month 6 days |
Expected volatility | 69.40% | 70.50% | 69.40% | 70.50% |
Risk-free interest rate | 4.50% | 4% | 4.50% | 4.20% |
Stock-Based Compensation - Empl
Stock-Based Compensation - Employee Stock Purchase Plan (Details) - Shares available for issuance under the 2018 Employee Stock Purchase Plan | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility | 64.20% | 76.60% |
Risk-free interest rate | 5.40% | 5.20% |
Expected dividend yield | 0% | 0% |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net loss, basic | $ (102,628) | $ (72,771) | $ (217,613) | $ (206,304) |
Net loss, diluted | $ (102,628) | $ (72,771) | $ (217,613) | $ (206,304) |
Net loss per share, basic (in usd per share) | $ (0.84) | $ (0.67) | $ (1.78) | $ (1.95) |
Net loss per share, diluted (in usd per share) | $ (0.84) | $ (0.67) | $ (1.78) | $ (1.95) |
Weighted-average shares used in computing net loss per share, basic (in shares) | 122,447 | 108,808 | 122,080 | 105,752 |
Weighted-average shares used in computing net loss per share, diluted (in shares) | 122,447 | 108,808 | 122,080 | 105,752 |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 18,849 | 17,815 | 19,215 | 17,915 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 3,872 | 3,416 | 3,962 | 3,397 |
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) | 5,216 | 3,375 | 4,855 | 3,463 |
MSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 2,261 | 969 | 2,261 |
PSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,312 | 361 | 960 | 349 |
ESPP obligation | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 224 | 177 | 244 | 220 |
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 | 8,225 | 8,225 | 8,225 |
Segment and Geographic Inform_3
Segment and Geographic Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Dec. 31, 2023 | |
Segment Reporting Information [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Total revenue | $ 177,235 | $ 137,150 | $ 345,726 | $ 265,864 | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | 168,115 | 129,262 | $ 325,463 | 248,173 | |
United States | Geographic Concentration Risk | Net Assets, Geographic Area | |||||
Segment Reporting Information [Line Items] | |||||
Concentration risk, percentage | 99% | 98% | |||
International | |||||
Segment Reporting Information [Line Items] | |||||
Total revenue | $ 9,120 | $ 7,888 | $ 20,263 | $ 17,691 |