Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | PROGENITY, INC. | ||
Entity Central Index Key | 0001580063 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 95,918,409 | ||
Entity Common Stock, Shares Outstanding | 60,251,833 | ||
Entity File Number | 001-39334 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3950390 | ||
Entity Address, Address Line One | 4330 La Jolla Village Drive | ||
Entity Address, Address Line Two | Suite 200 | ||
Entity Address, City or Town | San Diego | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92122 | ||
City Area Code | 855 | ||
Local Phone Number | 293-2639 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | PROG | ||
Security Exchange Name | NASDAQ | ||
Documents Incorporated by Reference | None. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 92,076 | $ 33,042 |
Accounts receivable, net | 12,682 | 22,189 |
Inventory | 12,219 | 10,937 |
Income tax receivable | 634 | |
Prepaid expenses and other current assets | 9,361 | 7,846 |
Total current assets | 126,338 | 74,648 |
Property and equipment, net | 17,842 | 15,891 |
Other assets | 198 | 198 |
Goodwill | 6,219 | 6,219 |
Other intangible assets, net | 3,843 | 4,771 |
Total assets | 154,440 | 101,727 |
Current liabilities: | ||
Accounts payable | 17,410 | 15,754 |
Accrued expenses and other current liabilities | 54,677 | 83,615 |
Current portion of mortgages payable | 271 | 241 |
Current portion of capital lease obligations | 312 | 727 |
Total current liabilities | 72,670 | 100,337 |
Capital lease obligations, net of current portion | 46 | 358 |
Mortgages payable, net of current portion | 2,795 | 3,081 |
Convertible notes, net of unamortized discount of $9,614 as of December 31, 2020 | 158,886 | |
Note payable to related party, net of unamortized discount of $6,034 as of December 31, 2019 | 68,966 | |
Embedded derivative liability | 18,370 | |
Other long-term liabilities | 8,667 | 12,859 |
Total liabilities | 261,434 | 185,601 |
Commitments and contingencies (Note 10) | ||
Stockholders' deficit: | ||
Common stock – $0.001 par value. 350,000,000 and 300,000,000 shares authorized as of December 31, 2020 and December 31, 2019, respectively; 59,287,331 and 8,451,415 shares issued as of December 31, 2020 and December 31, 2019, respectively; 55,772,303 and 4,976,843 shares outstanding as of December 31, 2020 and December 31, 2019, respectively | 59 | 9 |
Additional paid-in capital | 452,992 | 283,260 |
Accumulated deficit | (541,274) | (348,478) |
Treasury stock – at cost; 3,515,028 shares of common stock as of December 31, 2020 and 3,474,572 shares of common stock as of December 31, 2019 | (18,771) | (18,771) |
Total stockholders' deficit | (106,994) | (83,874) |
Total liabilities and stockholders' deficit | $ 154,440 | 101,727 |
Series A Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock | 4 | |
Series B Preferred Stock | ||
Stockholders' deficit: | ||
Preferred Stock | $ 102 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Unamortized discount | $ 9,600 | $ 6,034 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 350,000,000 | 300,000,000 |
Common stock, shares issued | 59,287,331 | 8,451,415 |
Common stock, shares outstanding | 55,772,303 | 4,976,843 |
Preferred stock, shares authorized | 10,000,000 | 130,155,000 |
Treasury stock, at cost shares | 3,515,028 | 3,474,572 |
Convertible Notes | ||
Unamortized discount | $ 9,614 | |
Series A Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 4,120,000 |
Preferred stock, shares issued | 0 | 4,120,000 |
Preferred stock, shares outstanding | 0 | 4,120,000 |
Series B Preferred Stock | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 0 | 126,035,000 |
Preferred stock, shares issued | 0 | 101,867,405 |
Preferred stock, shares outstanding | 0 | 101,867,405 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 74,313 | $ 143,985 |
Cost of sales | 93,433 | 100,492 |
Gross profit (loss) | (19,120) | 43,493 |
Operating expenses: | ||
Research and development | 47,743 | 63,400 |
Selling and marketing | 52,887 | 58,888 |
General and administrative | 75,438 | 61,324 |
Total operating expenses | 176,068 | 183,612 |
Loss from operations | (195,188) | (140,119) |
Interest expense | (9,984) | (9,199) |
Interest and other income (expense), net | (24,888) | 575 |
Loss before income taxes | (230,060) | (148,743) |
Income tax benefit | (37,532) | (706) |
Net loss | (192,528) | (148,037) |
Dividend paid to preferred stockholders | (268) | (3,652) |
Stock dividend on exchange of Series A-1 to Series B Preferred Stock | (27,637) | |
Stock dividend on Series B Preferred Stock | (49,501) | |
Net loss attributable to common stockholders | $ (192,796) | $ (228,827) |
Net loss per share attributable to common stockholders, basic and diluted | $ (7.01) | $ (46.87) |
Weighted average number of shares outstanding used in calculating net loss per share attributable to common stockholders, basic and diluted | 27,512,876 | 4,882,662 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Secondary Public Offering | IPO | Cumulative effect, period of adoption, adjustment | Common Stock | Common StockSecondary Public Offering | Common StockIPO | Preferred StockSeries A and A-1 Preferred Stock | Preferred StockSeries B Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalSecondary Public Offering | Additional Paid-In CapitalIPO | Accumulated Deficit | Accumulated DeficitCumulative effect, period of adoption, adjustment | Treasury Stock |
Beginning Balance at Dec. 31, 2018 | $ (36,968) | $ 23,666 | $ 8 | $ 6 | $ 14 | $ 124,244 | $ (142,469) | $ 23,666 | $ (18,771) | ||||||
Beginning Balance, shares at Dec. 31, 2018 | 8,112,581 | 5,620,000 | 14,164,306 | (3,474,572) | |||||||||||
Issuance of common stock upon exercise of options | 551 | $ 1 | 550 | ||||||||||||
Issuance of common stock upon exercise, shares | 338,834 | ||||||||||||||
Exchange of Series A-1 Preferred Stock for Series B Preferred Stock | $ (2) | $ 36 | 27,603 | (27,637) | |||||||||||
Exchange of Series A-1 Preferred Stock for Series B Preferred Stock, Shares | (1,500,000) | 35,664,240 | |||||||||||||
Issuance of stock, net | 79,039 | $ 34 | 79,005 | ||||||||||||
Issuance of stock, net, shares | 34,035,354 | ||||||||||||||
Stock dividend on Series B Preferred Stock | $ 18 | 49,483 | (49,501) | ||||||||||||
Stock dividend on Series B Preferred Stock, shares | 18,003,505 | ||||||||||||||
Stock-based compensation expense | 2,375 | 2,375 | |||||||||||||
Dividends paid | (4,500) | (4,500) | |||||||||||||
Net loss | (148,037) | (148,037) | |||||||||||||
Ending Balance at Dec. 31, 2019 | (83,874) | $ 9 | $ 4 | $ 102 | 283,260 | (348,478) | $ (18,771) | ||||||||
Ending Balance, shares at Dec. 31, 2019 | 8,451,415 | 4,120,000 | 101,867,405 | (3,474,572) | |||||||||||
Issuance of common stock upon exercise of options | $ 626 | 626 | |||||||||||||
Issuance of common stock upon exercise, shares | 543,218 | 543,218 | |||||||||||||
Issuance of stock, net | $ 24,005 | $ 26,938 | $ 88,665 | $ 9 | $ 7 | $ 10 | 23,995 | $ 26,929 | $ 88,658 | ||||||
Issuance of stock, net, shares | 8,792,047 | 6,666,667 | 10,478,240 | ||||||||||||
Automatic conversion of preferred stock | $ 33 | $ (4) | $ (112) | 83 | |||||||||||
Automatic conversion of preferred stock, shares | 33,443,562 | (4,120,000) | (112,345,645) | ||||||||||||
Issuance of common stock upon conversion of debt | 18,750 | $ 1 | 18,749 | ||||||||||||
Issuance of common stock upon conversion of debt, shares | 1,250,000 | ||||||||||||||
Issuance of Stock Purchase Warrant | 268 | (268) | |||||||||||||
Issuance of common stock upon vesting of restricted stock unit awards | (244) | (244) | |||||||||||||
Issuance of common stock upon vesting of restricted stock unit awards, shares | 140,422 | (40,456) | |||||||||||||
Stock-based compensation expense | 10,668 | 10,668 | |||||||||||||
Net loss | (192,528) | (192,528) | |||||||||||||
Ending Balance at Dec. 31, 2020 | $ (106,994) | $ 59 | $ 452,992 | $ (541,274) | $ (18,771) | ||||||||||
Ending Balance, shares at Dec. 31, 2020 | 59,287,331 | (3,515,028) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities: | ||
Net loss | $ (192,528) | $ (148,037) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Non-cash revenue reserve | 33,549 | 39,703 |
Depreciation and amortization | 5,059 | 4,679 |
Stock-based compensation expense | 10,668 | 2,375 |
Loss on extinguishment of debt | 10,952 | |
Amortization of debt discount | 3,656 | 1,670 |
Inventory write-down | 143 | 535 |
Loss on disposal of property and equipment | 67 | |
Change in fair value of derivative liability | 13,860 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 9,508 | 3,429 |
Inventory | (1,425) | (3,857) |
Income tax receivable | 635 | 5,560 |
Prepaid expenses and other current assets | (2,564) | (3,867) |
Other assets | (54) | |
Accounts payables | 2,857 | 4,383 |
Accrued expenses and other liabilities | (61,424) | 18,001 |
Other long-term liabilities | 1,243 | (30,644) |
Net cash used in operating activities | (165,744) | (106,124) |
Investing Activities: | ||
Purchases of property and equipment | (4,944) | (3,725) |
Purchases of short-term investments | (11,214) | |
Proceeds from sale of short-term investments | 31,414 | |
Proceeds from sale of equity method investment | 50 | |
Net cash (used in) provided by investing activities | (4,944) | 16,525 |
Financing Activities: | ||
Proceeds from issuance of common stock, net | 116,435 | 551 |
Proceeds from issuance of Series B Preferred Stock and warrant, net of issuance cost | 21,307 | 79,039 |
Proceeds from issuance of convertible notes, net | 99,708 | |
Payments for financing of insurance premiums | (6,745) | |
Dividends paid | (4,500) | |
Payments for deferred offering costs | (179) | |
Principal payments on mortgages payable | (256) | (228) |
Principal payments on capital lease obligations | (727) | (1,047) |
Net cash provided by financing activities | 229,722 | 73,636 |
Net increase (decrease) in cash and cash equivalents | 59,034 | (15,963) |
Cash and cash equivalents at beginning of period | 33,042 | 49,005 |
Cash and cash equivalents at end of period | 92,076 | 33,042 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,927 | 7,529 |
Cash paid for income taxes | 62 | 6 |
Supplemental schedule of non-cash investing and financing activities: | ||
Exchange of note payable for convertible notes | 75,000 | |
Conversion of convertible note | 18,750 | |
Issuance of preferred stock in settlement of interest payable | 2,698 | |
Equity financing issuance costs incurred but not paid | 205 | 871 |
Debt issuance costs incurred but not paid | 239 | |
Issuance of stock options in settlement of accrued bonuses | 754 | |
Purchases of property and equipment in accounts payable | $ 1,204 | 337 |
Capital lease obligations | 241 | |
Stock dividend on exchange of Series A-1 to Series B Preferred Stock | 27,637 | |
Stock dividend on Series B Preferred Stock | $ 49,501 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business Progenity, Inc. (the “Company” or “Progenity”), a Delaware corporation, commenced operations in 2010 with its corporate office located in San Diego, California. Progenity’s primary operations include a licensed Clinical License Improvement Amendment and College of American Pathologists certified laboratory located in Michigan specializing in the molecular testing markets serving women’s health providers in the obstetric, gynecological, fertility, and maternal fetal medicine specialty areas in the United States. The Company has expertise in the national reference laboratory, clinical genetics, laboratory molecular testing, and biotechnology markets. Distribution is managed by a dedicated women’s health physician sales force and a field operations team who support all logistical functions in receiving clinical samples to the laboratory for analysis. The Company’s core business is focused on the prenatal carrier screening and noninvasive prenatal test market, targeting preconception planning, and routine pregnancy management for genetic disease risk assessment. Through its affiliation with Mattison Pathology, LLP (“Mattison”), a Texas limited liability partnership doing business as Avero Diagnostics (“Avero”), located in Lubbock and Dallas, Texas, the Company’s operations have expanded to provide anatomic and molecular pathology testing products in the United States. On June 10, 2020, the Company amended its certificate of incorporation to reflect a one-for-6.178 reverse stock split of the Company’s common stock. The par value and the number of authorized shares of common stock were not adjusted as a result of the reverse stock split. All issued and outstanding shares of common stock and related per share amounts contained in the accompanying consolidated financial statements have been adjusted to reflect this reverse stock split for all periods presented. The reverse stock split resulted in an adjustment to the respective Series A and B preferred stock conversion prices to reflect a proportional decrease in the number of shares of common stock to be issued upon conversion. On June 23, 2020, the Company completed the initial public offering of its common stock (the “IPO”). In the IPO, the Company issued and sold 6,666,667 shares of its common stock, at a price to the public of $15.00 per share. The Company received approximately $88.7 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. In connection with the IPO, on June 23, 2020, all outstanding Series A and B preferred stock and the outstanding convertible promissory note converted into shares of common stock and the outstanding warrant to purchase shares of convertible preferred stock became exercisable for shares of common stock. In December 2020, the Company issued and sold 8,792,047 shares of its common stock in an underwritten public offering , at a price of $3.27 per share. The Company received approximately $26.9 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Concurrently with this underwritten public offering , . Athyrium Capital Management, L.P. (“Athyrium”) Liquidity As of December 31, 2020, the Company had cash and cash equivalents of $92.1 million and an accumulated deficit of $541.3 million. For the year ended December 31, 2020, the Company reported a net loss of $192.5 million and cash used in operating activities of $165.7 million. The Company’s primary sources of capital have historically been the sale of common stock, or from other potential sources of liquidity, which may include new collaborations, licensing or other commercial agreements for one or more of the Company’s research programs or patent portfolios ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from the ongoing COVID-19 pandemic. Uncertainties Related to the COVID-19 Pandemic The ongoing COVID‑19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets. The Company has been materially and negatively affected by the COVID-19 pandemic; however, the extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance, including its ability to execute its business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and spread of the pandemic and related restrictions on travel and transports, all of which are uncertain and cannot be predicted. The Company could be further negatively affected by the widespread outbreak of an illness or any other communicable disease, or any other public health crisis that results in economic and trade disruptions, including the disruption of global supply chains. An extended period of global supply chain and economic disruption could materially affect the Company’s business, results of operations, access to sources of liquidity and financial condition. The estimates used for, but not limited to, determining the amount to be collected for accounts receivable, fair value of long-lived assets, and fair value of goodwill could be impacted by the pandemic. While the full impact of COVID-19 is unknown at this time, the Company has made appropriate estimates based on the facts and circumstances available as of the reporting date. These estimates may change as new events occur and additional information is obtained. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Guidance Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Progenity, Inc., its wholly owned subsidiaries, and an affiliated professional partnership with Avero with respect to which the Company currently has a specific management arrangement. The Company has determined that Avero is a variable interest entity and that the Company is the primary beneficiary resulting in the consolidation of Avero as required by the accounting guidance for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation (see Note 3). Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the estimate of variable consideration in connection with the recognition of revenue, the valuation of Series B preferred stock, the valuation of stock options, the valuation of goodwill and intangible assets, the valuation of derivative liability associated with the convertible notes, accrual for reimbursement claims and settlements, assessing future tax exposure and the realization of deferred tax assets, the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker or decision-making group in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. All revenues are attributable to U.S.-based operations and all assets are held in the United States. Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue is primarily derived from providing molecular testing products, which are reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contain a single performance obligation, which is the delivery of the test results, and the Company satisfies its performance obligation at a point in time upon the delivery of the results, which then triggers the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expects to be entitled to (the “transaction price”) and considers the effects of variable consideration. Revenue is recognized when control of the promised product is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company applies the following practical expedients and exemptions: • Incremental costs incurred to obtain a contract are expensed as incurred because the related amortization period would have been one year or less. The costs are included in selling and marketing expenses. • No adjustments to amounts of promised consideration are made for the effects of a significant financing component because the Company expects, at contract inception, that the period between the transfer of a promised good or service and customer payment for that good or service will be one year or less. Payor Concentration The Company relies upon reimbursements from third-party government payors and private-payor insurance companies to collect accounts receivable. The Company’s significant third-party payors and their related accounts receivable balances and revenues as a percentage of total accounts receivable balances and revenues are as follows: Percentage of Accounts Receivable December 31, 2020 December 31, 2019 Blue Shield of Texas 17.8 % * Aetna 4.0 % 6.0 % Cigna 2.6 % * United Healthcare 6.6 % 31.5 % Government Health Benefits Programs 26.2 % 16.7 % Anthem 3.5 % * ____________ * Less than 1%. Percentage of Revenue Year Ended December 31, 2020 2019 Blue Shield of Texas 35.6 % 21.3 % Aetna 11.0 % 9.2 % Cigna 7.6 % 4.5 % United Healthcare 6.7 % 30.8 % Government Health Benefits Programs 3.7 % * Anthem(1) (6.7 )% 6.1 % ____________ (1) The negative amounts presented in the percentage of revenues include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the year ended December 31, 2020. Revenue recognized consider the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements, as described in Notes 4 and 10. * Less than 1%. Accounts Receivable Accounts receivable is recorded at the transaction price and considers the effects of variable consideration. The total consideration the Company expects to collect is an estimate and may be fixed or variable. Variable consideration includes reimbursement from third-party payors, laboratory distribution partners, and amounts from individual patients, and is adjusted for disallowed cases, discounts, and refunds using the expected value approach. The Company monitors these estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Cost of Sales The components of the Company’s cost of sales are materials and service costs, personnel costs, including stock-based compensation expense, equipment, and infrastructure expenses associated with processing blood and other samples, quality control analyses, shipping charges to transport samples and specimens from ordering physicians, clinics or individuals, third-party laboratory testing products, and allocated overhead including rent, information technology costs, equipment depreciation, and utilities. Costs associated with performing tests are recorded when the test is processed regardless of whether and when revenues are recognized with respect to such test. Cash and Cash Equivalents including Concentration of Credit Risk The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of the securities sold. Inventory Inventory is stated at lower of cost (first-in, first-out method) or net realizable value. Inventory consists entirely of supplies, which are consumed when the Company is providing its test reports, and therefore the Company does not maintain any work in process or finished goods inventory. The Company reviews its inventory on a regular basis for excess and obsolete inventory based on an estimate for future consumption. Write-downs or losses of inventory are generally due to technological advances or new product introductions in the Company’s laboratory testing products. The Company believes that the estimate used in calculating the inventory provision are reasonable and properly reflect the risk of excess and obsolete inventory. If laboratory operation demand is significantly less than inventory levels, inventory write-downs may be required, which could have a material adverse effect on the Company’s consolidated financial statements. Inventory write-downs amounted to $0.1 million and $0.5 million in the years ended December 31, 2020 and 2019, respectively. Property and Equipment, Net Property and equipment are stated at cost. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets as follows: Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 Building 15 Assets acquired under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. Land is not depreciated. Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. No impairment was recorded for the years ended December 31, 2020 and 2019. Intangible Assets Intangible assets consist of identifiable intangible assets acquired through acquisitions. Identifiable intangible assets include payor relationships, trade names, and noncompete agreements. The Company amortizes payor relationships and trade names using the straight-line method over their useful lives. The Company amortizes noncompete covenants using the straight-line method over the terms of the related agreements. The Company reviews impairment for intangible assets with definite useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the undiscounted future cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. No impairment was recorded for the years ended December 31, 2020 and 2019. The amortization periods for the acquired intangible assets are: Intangible Assets Estimated Useful Life (in years) Trade names 10 Payor relationships 10 Noncompete agreements 6 Impairment of Long-Lived Assets The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. No impairment was recorded as of December 31, 2020 and 2019. Embedded Derivative Related to Convertible Notes During 2020, the Company issued convertible notes with an embedded derivative that is required to be bifurcated from their host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivative is recorded to other income (expense), net on the consolidated statements of operations. Changes in the Company’s assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods. Repair and Maintenance The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. Research and Development Research and development expenses consist primarily of costs associated with performing research and development activities to improve the Company’s tests, to reduce costs, and to develop new products. Research and development expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits, and allocated overhead costs. Research and development expenses are expensed as incurred. Selling and Marketing Selling and marketing expenses consist primarily of costs for communication, advertising, conferences, and other marketing events. Selling and marketing expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, benefits, and allocated overhead costs. Selling and marketing expenses are expensed as incurred. Advertising expense for the years ended December 31, 2020 and 2019 amounted to $1.6 million and $2.2 million, respectively. General and Administrative General and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation expense, and benefits, for the Company’s finance and accounting, legal, human resources, and other administrative teams. Additionally, these expenses include professional fees, including audit, legal, and recruiting services. General and administrative expenses are expensed in the period incurred. Stock-Based Compensation Stock-based compensation related to stock options, restricted stock units (“RSUs”) and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees 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 related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years. The determination of the fair value of each stock award using the option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s assumptions with respect to these variables are as follows: Fair Value of Common Stock— Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the IPO, the fair value of the Company’s common stock for awards with service-based vesting is the closing selling price per share of its common stock as reported on the Nasdaq Global Market on the date of grant or other relevant determination date. Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date. Expected Volatility—Given the limited period of time the Company’s stock has been traded in an active market Risk-Free Interest Rate—The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to make dividend payments. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of preferred stock to be participating securities as the holders of such stock are entitled to receive non-cumulative dividends on an as-converted basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net loss attributable to common stockholders is calculated by adjusting net loss with dividends to preferred stockholders, if any. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Comprehensive Loss The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss. Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recent Accounting Pronouncements Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ( ASC 606 ), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services ASC 606 as of January 1, 2019, using the modified retrospective transition method applied to those contracts which were completed as of January 1, adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to its opening accumulated deficit balance. The Company recorded a one-time increase to opening accounts receivable, net, and a reduction to opening accumulated deficit of $23.7 million as of January 1, 2019. The adjustment was primarily related to the recognition of variable consideration the Company expected to receive that was previously recognized as cash was received under ASC 605 In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which further defers the effective date for certain entities. As a result, the ASU is now effective for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. If Company maintains EGC status, it will adopt the new standard in the fourth quarter of 2022 using the modified retrospective method, under which the Company will apply the new lease standard to existing and new leases as of January 1, 2022, but prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company plans to elect the package of practical expedients available in the new lease standard, allowing it not to reassess: (a) whether expired or existing contracts contain leases under the new definition of a lease; (b) lease classification for expired or existing leases; and (c) whether previously capitalized initial direct costs would qualify for capitalization under the new lease standard. The Company continues to monitor FASB activity to assess certain interpretative issues and the associated implementation of the new standard and is in the process of reviewing its lease arrangements, including property, equipment and vehicle leases. The Company is not yet able to estimate the anticipated impact to its consolidated financial statements from the implementation of the new standard as it continues to interpret the principles of the new standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses Codification Improvements to Topic 326, Financing Instruments–Credit Losses In August 2020, the FASB issued ASU No. 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2020 | |
Variable Interest Entities [Abstract] | |
Variable Interest Entity | Note 3. In June 2015, the Company entered into a series of agreements with Avero. The Company entered into a purchase agreement to acquire certain assets from Mattison used in the operations of Avero. The purchase agreement was accounted for under the acquisition method in accordance with the provisions of ASC Topic 805, Business Combinations The Company also entered into a management services arrangement that authorizes the Company to perform the management services in the manner that it deems reasonably appropriate to meet the day-to-day business needs of Avero. The Company’s management services include funding ongoing operational needs, directing activities related to contract negotiation, billing, human resources, and legal and administrative matters and processes, among others. In exchange for the management services provided, the Company is entitled to receive an annual management fee equal to the amount of the net operating income of Avero. The term of the agreement with Avero is 10 years, subject to automatic renewals. The agreement can be terminated by either party with a 90-day notice before the end of the term. Through the management services arrangement with Avero, the Company has (1) the power to direct the activities of Avero that most significantly impact its economic performance, and (2) the obligation to absorb losses of Avero or the right to receive benefits from Avero that could potentially be significant to Avero. Based on these determinations, the Company has determined that Avero is a variable interest entity and that the Company is the primary beneficiary. The Company does not own any equity interest in Avero; however, as these agreements provide the Company the controlling financial interest in Avero, the Company consolidates Avero’s balances and activities within its consolidated financial statements. In December 2018, Avero entered into a settlement agreement with Cigna (the “Cigna settlement obligation”) whereby Avero agreed to pay an aggregate amount of $12.0 million with an upfront payment of $6.0 million and the remaining $6.0 million to be paid over 24 months, beginning in February 2019. The Company guaranteed the $12.0 million Cigna settlement obligation. The Company provided financial support to Avero in the amount of $3.0 million and $3.0 million during the years ended December 31, 2020 and 2019, respectively, related to the Cigna settlement obligation (see Note 10), which was fully settled as of December 31, 2020. The Company did not provide any additional financial support to Avero during the years ended December 31, 2020 and 2019, other than the Cigna settlement obligation and agreed upon management services. The following table presents the assets and liabilities of Avero that are included in the Company’s consolidated balance sheets as of December 31, 2020 and 2019, in thousands. The creditors of Avero have no recourse to the general credit of the Company, with the exception of $1.7 million and $1.9 million in mortgage payable guaranteed by the Company as of December 31, 2020 and 2019, respectively (see Note 9), and $3.0 million in remaining Cigna settlement obligation guaranteed by the Company as of December 31, 2019. The assets and liabilities exclude intercompany balances that eliminate in consolidation: December 31, 2020 December 31, 2019 Assets of Avero that can only be used to settle obligations of Avero Cash and cash equivalents $ 556 $ 1,837 Accounts receivable, net 6,047 4,269 Inventory 3,382 2,572 Prepaid expenses and other current assets 1,254 1,181 Property and equipment, net 5,436 5,586 Other assets 30 30 Goodwill 6,219 6,219 Other intangible assets, net 3,843 4,771 Total assets of Avero that can only be used to settle obligations of Avero $ 26,767 $ 26,465 Liabilities of Avero Accounts payable $ 4,722 $ 2,450 Accrued expenses and other accrued liabilities 3,472 5,630 Current portion of capital lease obligations 46 59 Current portion of mortgage payable 199 173 Capital lease obligations, net of current portion 4 50 Mortgage payable, net of current portion 1,520 1,733 Other long-term liabilities 428 467 Total liabilities of Avero $ 10,391 $ 10,562 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | Note 4. Revenues Revenue is derived from contracts with healthcare insurers, government payors, laboratory partners and patients in connection with sales of prenatal genetic, anatomic or molecular pathology tests. The Company enters into contracts with healthcare insurers related to tests provided to patients who have health insurance coverage. Insurance carriers are considered third-party payors on behalf of the patients, and the patients who receive genetic, anatomic or molecular pathology test products are considered the customers. Tests may be billed to insurance carriers, patients, or a combination of insurance carriers and patients. The Company also sells tests to laboratory partners, which are also considered to be customers. The Company’s test volumes began to decrease in the second half of March 2020 as a result of the COVID-19 pandemic spreading in the United States and resulting limitations and reordering of priorities across the U.S. healthcare system. The Company expects test volumes to continue to be adversely affected by COVID-19 and cannot predict when volumes will return to normal. In accordance with ASC 606, a performance obligation represents a promise in a contract to transfer a distinct good or service to a customer and the consideration should be allocated to each distinct performance obligation and recognized as revenue when or as the performance obligation is satisfied. The Company has evaluated its contracts with healthcare insurers, government payors, laboratory partners and patients and identified a single performance obligation in those contracts, the delivery of a test result. The Company satisfies its performance obligation at a point in time upon the delivery of the test result, at which point the Company can bill for its products. The amount of revenue recognized reflects the transaction price and considers the effects of variable consideration, which is discussed below. Once the Company satisfies its performance obligations upon delivery of a test result and bills for the product, the timing of the collection of payments may vary based on the payment practices of the third-party payor. The Company bills patients directly for co-pays and deductibles that they are responsible for and also bills patients directly in cases where the customer does not have insurance. The Company has established an accrual for refunds of payments previously made by healthcare insurers based on historical experience and executed settlement agreements with healthcare insurers. The refunds are accounted for as reductions in revenues in the statement of operations as an element of variable consideration. For example, during the three months ended June 30, 2020, the Company accrued $10.3 million for refunds to government payors related to reimbursement for the Company’s Preparent expanded carrier screening tests during 2019 and early 2020. In the United States, the American Medical Association (“AMA”) generally assigns specific billing codes for laboratory tests under a coding system known as Current Procedure Terminology (“CPT”), which the Company and its ordering healthcare providers must use to bill and receive for molecular tests. The transaction price is an estimate and may be fixed or variable. Variable consideration includes reimbursement from healthcare insurers, government payors, and patients and is adjusted for estimates of disallowed cases, discounts, and refunds using the expected value approach. Tests billed to healthcare insurers and directly to patients can take up to nine months to collect and the Company may be paid less than the full amount billed or not paid at all. For insurance carriers and government payors, management utilizes the expected value method using a portfolio of relevant historical data for payors with similar reimbursement characteristics. The portfolio estimate is developed using historical reimbursement data from payors and patients, as well as known current reimbursement trends not reflected in the historical data. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. The Company monitors these estimates at each reporting period based on actual cash collections and the status of settlement agreements with third-party payors, in order to assess whether a revision to the estimate is required. Both the initial estimate and any subsequent revision to the estimate contain uncertainty and require the use of judgment in the estimation of the transaction price and application of the constraint for variable consideration. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect revenue and earnings in the period such variances become known. The consideration expected from laboratory partners is generally a fixed amount. The Company periodically updates its estimate of the variable consideration recognized for previously delivered performance obligations. These updates resulted in a reduction of $26.9 million of revenue reported for year ended December 31, 2020 and a reduction of $16.0 million for the year ended December 31, 2019. These amounts included (i) adjustments for actual collections versus estimated variable consideration as of the beginning of the reporting period and (ii) cash collections and the related recognition of revenue in the current period for tests delivered in prior periods due to the release of the constraint on variable consideration, offset by (iii) reductions in revenue for the accrual for reimbursement claims and settlements described in Note 10. Disaggregation of Revenues The following table shows a further disaggregation of revenues by payor type (in thousands): Year Ended December 31, 2020 2019 Commercial third-party payors $ 64,433 $ 139,051 Government health benefit programs(1) 2,731 195 Patient/laboratory distribution partners 7,149 4,739 Total revenues $ 74,313 $ 143,985 ____________ (1) The revenue amounts include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the years ended December 31, 2020 and 2019. Revenue recognized reflect the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Balance Sheet Components | Note 5. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Prepaid expenses $ 9,116 $ 6,476 Other current assets 245 1,370 Total $ 9,361 $ 7,846 Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Computers and software $ 14,591 $ 13,913 Building and leasehold improvements 9,458 9,491 Laboratory equipment 7,678 5,580 Furniture, fixtures, and office equipment 1,686 1,633 Construction in progress 2,784 1,493 Land 1,091 1,091 Total property and equipment 37,288 33,201 Less accumulated depreciation and amortization (19,446 ) (17,310 ) Property and equipment, net $ 17,842 $ 15,891 Capital leases included in property and equipment, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Capital leases $ 2,467 $ 3,692 Less accumulated depreciation and amortization (1,954 ) (2,239 ) Capital leases included in property and equipment, net $ 513 $ 1,453 Depreciation expense was $4.1 million and $3.7 million for the years ended December 31, 2020 and 2019, respectively. Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): December 31, 2020 Cost Accumulated amortization Net Payor relationships $ 7,230 $ (4,037 ) $ 3,193 Trade names 1,410 (787 ) 623 Noncompete agreements 384 (357 ) 27 Intangible assets, net $ 9,024 $ (5,181 ) $ 3,843 December 31, 2019 Cost Accumulated amortization Net Payor relationships $ 7,230 $ (3,314 ) $ 3,916 Trade names 1,410 (646 ) 764 Noncompete agreements 384 (293 ) 91 Intangible assets, net $ 9,024 $ (4,253 ) $ 4,771 Amortization expense of intangible assets was $0.9 million for each of the years ended December 31, 2020 and 2019. The future amortization of intangible assets at December 31, 2020 was (in thousands): Year ending December 31, 2021 $ 891 2022 864 2023 864 2024 864 2025 360 Thereafter — Total future minimum lease payments $ 3,843 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Accrual for reimbursement claims and settlements, current $ 30,487 $ 60,386 Commissions and bonuses 4,619 6,357 Vacation and payroll benefits 8,896 5,506 Accrued professional services 3,385 5,322 Contract liabilities 378 — Other 6,912 6,044 Total $ 54,677 $ 83,615 Other Long-term Liabilities Other long-term liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Accrual for reimbursement claims and settlements, net of current portion $ 7,053 $ 12,205 Other 1,614 654 Total $ 8,667 $ 12,859 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6. Fair Value Measurements The Company's financial assets and liabilities carried at fair value are comprised of investment assets that include money market funds. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity. The three-level hierarchy for the inputs to valuation techniques is summarized as follows: Level 1 - Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves. Level 3 - Inputs that are unobservable data points that are not corroborated by market data. This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Quoted Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2020 Money market funds(1) $ 90,254 $ — $ — Embedded derivative liability — — 18,370 December 31, 2019 Money market funds(1) $ 24,432 $ — $ — ____________ (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. The Company’s policy is to recognize transfers between levels at the end of the reporting period. There were no transfers between Level 1 and Level 2 during the years ended December 31, 2020 and 2019. The carrying value of the Company’s accounts receivable, income tax receivable, accounts payable, and accrued expenses and other current liabilities are considered to be representative of their respective fair values because of their short-term nature. The carrying value of the Company’s mortgages payable approximates their estimated fair value because the instruments bear interest at rates and have terms that are comparable to those available to the Company for similar loan instruments at December 31, 2020 and 2019. The carrying value of the Company’s convertible senior notes (the “Convertible Notes”) Convertible Notes Convertible Notes, net of discount, The carrying value of the Company’s note payable to a related party at December 31, 2019 did not approximate its fair value because the instrument bears interest at a rate that was not comparable to those available to the Company for a similar loan instrument at December 31, 2019. The carrying value and the fair value of the Company’s term loan (the “2017 Term Loan”) was $75.0 million and $79.8 million, respectively, at December 31, 2019. The carrying value of the 2017 Term Loan is presented on the accompanying consolidated balance sheets net of discount on the note and debt issuance cost . |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 7. Convertible Notes In December 2020, the Company issued a total of $168.5 million principal amount of its Convertible Notes in a private offering of the convertible notes pursuant to Rule 144A under the Securities Act. The Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 7, 2020, by and between the Company and The Bank of New York Mellon Trust Company are due on December 1, 2025, unless earlier repurchased, redeemed or converted, and accrue interest at a rate per annum equal to 7.25% payable semi-annually in arrears on June 1 and December 1 of each year, with the initial payment on June 1, 2021 . The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. At any time, noteholders may convert their Convertible Notes at their option into shares of the Company’s common stock, together, if applicable, with cash in lieu of any fractional share, at the then-applicable conversion rate. The initial conversion rate is 278.0094 shares of common stock per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of approximately $3.60 per share of common stock. Noteholders that convert their Notes before December 1, 2022 will, in certain circumstances, be entitled to an additional cash payment representing the present value of any remaining interest payments on the Convertible Notes through December 1, 2022. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain dilutive events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The Notes are redeemable, in whole and not in part, at the Company’s option at any time on or after December 1, 2023, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid 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 the Convertible Notes will constitute a Make-Whole Fundamental Change, which will result in an increase to the conversion rate in certain circumstances for a specified period of time. The Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7,500,000; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7,500,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. As of December 31, 2020, the Company was in compliance with all such covenants. The Convertible Notes have a conversion option which was required to be bifurcated upon issuance and then periodically remeasured to fair value separately as an embedded derivative. The conversion option includes additional interest payments payable to the noteholders if converted prior to December 1, 2022. The conversion feature was bifurcated as recorded separately as an embedded derivative as (1) the conversion feature is not clearly and closely related to the debt instrument and is not considered to be indexed to the Company’s equity, (2) the conversion feature standing alone meets the definition of a derivative, and (3) the Convertible Notes are not remeasured at fair value each reporting period with changes in fair value recorded in the consolidated statement of operations. The initial embedded derivative liability of $4.6 million on the issuance date was recorded as a noncurrent liability in the consolidated balance sheet and is remeasured to fair value at each balance sheet date with a resulting non-cash gain or loss related to the change in the fair value being charged to interest and other income (expense) in the accompanying consolidated statement of operations. As of December 31, 2020, the fair value of the derivative liability was $18.4 million. As a result of the derivative liability and issuance costs of $9.7 million, a corresponding debt discount was recorded on the issuance date, which was netted against the principal amount of the Convertible Notes. As of December 31, 2020, the unamortized debt discount was $9.6 million. The Company amortizes the debt discount using the effective interest method over the term of the Convertible Notes, at a resulting effective interest rate of approximately 8.7%. For the year ended December 31, 2020, the amortization of the Convertible Notes debt discount was $0.1 million, and was included in interest expense in the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 8. Related Party Transactions On October 27, 2017, the Company entered into a Credit and Security Agreement and a Series B Convertible Preferred Stock Purchase Agreement with a private equity firm (the “2017 Transaction”). The 2017 Transaction provided for the 2017 Term Loan, the issuance of Series B Preferred Stock (the “Series B Preferred Stock”), and the issuance of a warrant to purchase Series B Preferred Stock (the “Series B Preferred Stock Purchase Warrant”). The 2017 Term Loan accrued interest at a rate per annum equal to 9.5% and was due October 27, 2022. The 2017 Term Loan contained customary covenants, including a requirement to maintain a minimum unrestricted cash balance at all times of at least $5.0 million and was secured by all tangible and intangible property and assets of the Company, with the exception of its intellectual property. As of December 31, 2019, the outstanding unpaid principal under the 2017 Term Loan was $75.0 million. As of December 31, 2019, the balance of unamortized discount and issuance costs on the 2017 Term Loan was $6.0 million. During the years ended December 31, 2020 and 2019, the Company recognized interest expense on the 2017 Term Loan of $7.5 million and $8.9 million, respectively, inclusive of $2.1 million and $1.7 million of discount amortization for the years ended December 31, 2020 and 2019, respectively. In connection with the IPO, on June 18, 2020, the Series B Preferred Stock Purchase Warrant became exercisable for 400,160 shares of common stock . On March 31, 2020, the Company entered into the First Amendment to the Credit Agreement (the “Credit Agreement Amendment”), with the collateral agent and lender party thereto, providing for the payment of interest due and payable as of March 31, 2020 in shares of Series B Preferred Stock, and further providing for the payment of interest due and payable as of June 30, 2020 in shares of the Series B Preferred Stock in the event the IPO has not been consummated by such date. Pursuant to the Credit Agreement Amendment, the Company concurrently entered into a Series B Preferred Stock Subscription Agreement (the “Subscription Agreement”), with the lender, which provided for the issuance of 967,130 shares of Series B Preferred Stock at a subscription price of $2.25 per share, as payment for interest due and payable as of March 31, 2020 and all applicable fees as set forth in the Credit Agreement Amendment . On May 8, 2020, the Company entered into an unsecured convertible promissory note (the “Note”) with the same private equity firm pursuant to a note purchase agreement, in an aggregate principal amount of $15.0 million, with an annual interest rate of 8.0% and a maturity date of May 8, 2022. The Note was convertible into (i) common stock upon an initial public offering at the lesser of the conversion price then in effect and a conversion price equal to 80% of the public offering price (or, if not a “qualified IPO” as defined in the Company’s certificate of incorporation, at the election of a majority of the holders), (ii) on the maturity date or at the election of a majority of the holders, Series B preferred stock at an initial conversion price of $13.90 per share subject to certain adjustments, or (iii) at the election of a majority of the holders, shares of another class of equity securities issued by the Company in a future financing at 80% of the price per share of such class of equity securities issued in such offering. Interest under the Note was not generally payable except that if the Note is not converted pursuant to its terms on or prior to the maturity date and there are not sufficient authorized and unissued shares of Series B preferred stock for issuance upon the conversion of the Note on the maturity date, then the Company is required to pay all outstanding principal and any accrued and unpaid interest under the Note in cash. If the holders of the Note have not elected to convert the Note prior to, or in connection with, any sale transaction or a liquidation, dissolution or winding up of the Company, either voluntary or involuntary, then, upon any such sale transaction or liquidation, dissolution or winding up of the Company, the Company would have been required to pay in cash the outstanding principal balance of the Note, together with accrued and unpaid interest thereon, plus a make whole premium of 50% of the aggregate principal amount (less accrued and unpaid interest). The Company evaluated the economic features embedded in the Note and identified features that were required to be bifurcated and accounted for separately as a derivative. Accordingly, a derivative liability of $3.6 million was recorded on the issuance date of the Note and $3.8 million was subsequently reclassified to equity representing the fair value of the derivative liability on the date of extinguishment. The change in the fair value of the derivative liability of $0.2 million is included in interest and other income (expense), net in the accompanying consolidated statements of operations. In June 2020, in connection with completion of the IPO, the Note was converted into 1,250,000 shares of common stock and all obligations under the Note were extinguished. Upon the conversion, the Company recorded a $3.6 million loss on extinguishment of the debt, which represented the difference between the carrying value of the Note and the derivative liability and the fair value of the shares of common stock issued to the Note holder of $3.4 million combined with amortization of the related debt discount of $0.2 million. The loss on extinguishment of debt was included in the interest and other income (expense), net in the accompanying consolidated statement of operations for the year ended December 31, 2020 . same In private equity firm included in the interest and other income (expense), net in the accompanying consolidated statement of operations for the year ended December 31, 2020 . This private equity firm also acquired additional $25.0 million $103.5 million aggregate principal amount of the Convertible Notes acquired by this private equity firm December 2020, the private equity firm participated in the underwritten public offering and acquired 4,128,440 shares as a price of $3.27 per share resulting in the proceeds to the Company of $13.2 million before expenses. |
Mortgages Payable
Mortgages Payable | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Mortgages Payable | Note 9. Mortgages Payable In January 2014, the Company executed a mortgage with Comerica Bank for $1.8 million for the purpose of acquiring property located in Ann Arbor, Michigan, which is used for laboratory testing and research purposes. The mortgage matures in 2024 and requires monthly principal and interest payments at a fixed interest rate of 2.94% plus a floating rate at LIBOR. As of December 31, 2020 and December 31, 2019, the outstanding balance of this mortgage was $1.3 million and $1.4 million, respectively. The Company also has a mortgage with American Bank of Commerce (originally executed in February 2008) outstanding on Avero’s property located in Lubbock, Texas, which is used primarily for laboratory testing. The mortgage matures in 2029 and requires monthly principal and interest payments at an interest rate of 3.25%. As of December 31, 2020 and December 31, 2019, the outstanding balance of this mortgage was $1.7 million and $1.9 million, respectively. As of December 31, 2020, the minimum principal payments under the mortgages payable were as follows (in thousands): Year ending December 31, Minimum Mortgages Payable Payments Obligations 2021 $ 271 2022 281 2023 292 2024 1,338 2025 884 Thereafter — Total future minimum payments 3,066 Less current portion of mortgages payable (271 ) Mortgages payable, net of current portion $ 2,795 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Operating Leases The Company has entered into various noncancelable operating lease agreements, primarily for office space, laboratory space, and vehicles, which expire over the next two to four years. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease. Rent expense for operating leases was $7.6 million and $8.9 million, for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, net minimum payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum Operating Lease Payments 2021 $ 5,750 2022 3,017 2023 1,036 2024 38 2025 and thereafter — Total future minimum lease payments $ 9,841 Capital Leases The Company has entered into various capital lease agreements, primarily for equipment. The outstanding leases have a weighted average imputed interest rate of 5.98% per annum. As of December 31, 2020, the future minimum payments under the capital leases were as follows (in thousands): Year ending December 31, Minimum Capital Lease Payments 2021 $ 324 2022 47 2023 and thereafter — Total minimum lease payments 371 Less amounts representing interest (13 ) Present value of minimum capital lease payments 358 Less current portion of capital lease obligations (312 ) Capital lease obligations, net of current portion $ 46 Contingencies The Company, in the ordinary course of its business, can be involved in lawsuits, threats of litigation, and audit and investigative demands from third parties. While management is unable to predict the exact outcome of such matters, it is management’s current belief, that any potential liabilities resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations. The regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a provider of services to patients covered under government and commercial payor programs, post payment review audits, and other forms of reviews and investigations are routine. The Company believes it complies in all material respects with the statutes, regulations, and other requirements applicable to its laboratory operations. Federal Investigations In April 2018, the Company received a civil investigative demand from an Assistant U.S. Attorney (“AUSA”) for the Southern District of New York (“SDNY”) and a Health Insurance Portability and Accountability Act subpoena issued by an AUSA for the Southern District of California (“SDCA”). In May 2018, the Company received a subpoena from the State of New York Medicaid Fraud Control Unit. On July 21, 2020, July 23, 2020, and October 1, 2020, the Company entered into agreements with certain governmental agencies and the 45 states participating in the settlement (“State AGs”) to resolve, with respect to such agencies and State AGs, all of such agencies’ and State AGs’ outstanding civil, and, where applicable, federal criminal investigations described above. Specifically, the Company has entered into: • a civil settlement agreement, effective July 23, 2020, with the DOJ through the AUSA for SDNY, and on behalf of the Office of Inspector General of the Department of Health and Human Services (the “OIG”), and with the relator named therein (the “SDNY Civil Settlement Agreement”); • a civil settlement agreement, effective July 23, 2020, with the DOJ through the AUSA for SDCA, and on behalf of the Defense Health Agency, the Tricare Program and the Office of Personnel Management, which administers the Federal Employees Health Benefits Program (the “SDCA Civil Settlement Agreement”); • a non-prosecution agreement, effective July 21, 2020, with the AUSA for SDCA (the “Non-Prosecution Agreement”) in resolution of all criminal allegations; • a corporate integrity agreement, effective July 21, 2020, with the OIG (the “Corporate Integrity Agreement”); and • civil settlement agreements, effective October 1, 2020, with the State AGs (“the State Settlement Agreements”). The Company refers to the SDNY Civil Settlement Agreement, the SDCA Civil Settlement Agreement, the Non-Prosecution Agreement, the Corporate Integrity Agreement . SDNY Civil Settlement Agreement Pursuant to the SDNY Civil Settlement Agreement, the Company is required to pay a settlement amount of approximately $19.4 million, which includes approximately $9.7 million designated as restitution to the U.S. federal government. During the year ended December 31, 2020, the Company paid approximately $14.7 million. The outstanding settlement amount is payable in two installments as follows : • approximately $2.0 million on or before December 31, 2021; and • approximately $2.8 million on or before December 31, 2022. The remaining amounts payable to the government will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier at the option of the Company. Furthermore, the Company has agreed that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, it will pay 26% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above, up to a maximum total acceleration of $4.1 million. During the year ended December 31, 2020, the Company received a tax refund of $37.7 million related to the NOL carryback provisions available under the Additionally, under the SDNY Civil Settlement Agreement, the U.S. federal government and the relator agreed to dismiss all civil claims asserted by the relator under the qui tam SDCA Civil Settlement Agreement The SDCA Civil Settlement Agreement requires the Company to pay a settlement amount of approximately $16.4 million, which includes approximately $10.0 million designated as restitution to the U.S. federal government. During the year ended December 31, 2020, the Company paid approximately $12.5 million. • approximately $1.7 million on or before December 31, 2021; and • approximately $2.2 million on or before December 31, 2022. The remaining amounts payable to the government, will be subject to interest at a rate of 1.25% per annum, and any or all amounts may be paid earlier at the option of the Company. On July 21, 2020, the Company issued a promissory note to the U.S. federal government for the full settlement amount in connection with the SDCA Civil Settlement Agreement (the “Promissory Note”). The Promissory Note contains customary events of default and related acceleration of payment provisions. In addition, the Promissory Note provides, among other terms, that, if during calendar years 2020 through 2023, and so long as amounts payable to the government remain unpaid, the Company receives any civil settlement, damages awards, or tax refunds, to the extent that the amounts exceed $5.0 million in a calendar year, it will pay 22% of the amount received in such civil settlement, damages award, or tax refunds as an accelerated payment of the scheduled amounts set forth above up to a maximum total acceleration of approximately $3.4 million. During the year ended December 31, 2020, the Company received a tax refund of $37.7 million Non-Prosecution Agreement Effective July 21, 2020, the Company entered into the Non-Prosecution Agreement, pursuant to which the Company agreed with the DOJ to (i) pay the restitution provided for under the SDCA Civil Settlement Agreement, (ii) not commit any felonies, (iii) continue to implement a compliance and ethics program designed to prevent and detect violations of applicable fraud and kickback laws throughout its operations and (iv) fulfill certain other disclosure, reporting and cooperation obligations. The DOJ agreed that it will not prosecute the Company for any conduct described in the Non-Prosecution Agreement provided that the Company performs its obligations under the Non-Prosecution Agreement during the period from July 21, 2020 through July 21, 2021. The Non-Prosecution Agreement provides that the DOJ may unilaterally, upon notice to the Company, extend the term of the agreement in 6-month increments, for a maximum total term of 24 months (that is, two 6-month extensions). Corporate Integrity Agreement In connection with the resolution of the investigated matters, and in exchange for the OIG’s agreement not to exercise its authority to permissively exclude the Company from participating in federal healthcare programs, effective July 21, 2020, the Company entered into a five-year Corporate Integrity Agreement with the OIG. The Corporate Integrity Agreement requires, among other matters, that the Company maintain a Compliance Officer, a Compliance Committee, board review and oversight of certain federal healthcare compliance matters, compliance programs, and disclosure programs; provide management certifications and compliance training and education; engage an independent review organization to conduct claims and arrangements reviews; and implement a risk assessment and internal review process. State Settlement Agreements Effective October 1, 2020, the Company entered into agreements with the State AGs with respect to the investigated matters. The State Settlement Agreements require the Company to pay a settlement amount of approximately $13.2 million to the participating states. above • approximately $1.4 million on or before December 31, 2021; • approximately $1.9 million on or before December 31, 2022; and • approximately $0.2 million on or before December 31, 2023. Settlement Accruals As of December 31, 2019, the Company had accrued an aggregate of $35.8 million associated with a potential settlement with the DOJ and the participating State AGs within accrued expenses and other current liabilities and as a reduction of revenue as reflected on the consolidated balance sheet of the Company as of December 31, 2019 and consolidated statement of operations for the year ended December 31, 2019. In addition, in the quarter ended March 31, 2020, the Company accrued an additional $13.2 million with respect to the total amount to be paid under the agreement in principle to the DOJ and the participating State AGs, and additional amounts for related costs as of and for the quarterly period ended March 31, 2020. As of December 31, 2020, the Company’s accrual consists of $5.0 million in accrued expenses and other current liabilities and $7.1 million in other long-term liabilities. Payor Settlement Agreements On June 21, 2018, the Company received a letter from Cigna alleging damages related to contract terms. On December 5, 2018, Cigna and the Company entered into a settlement agreement whereby Avero agreed to pay an aggregate amount of $12.0 million with an upfront payment of $6.0 million and the remaining $6.0 million to be paid over 24 months. For the year ended December 31, 2018, the Company recorded a charge of $12.0 million associated with this claim in its consolidated statements of operations as a reduction to revenue. As of December 31, 2020, the Cigna settlement obligation was fully settled. On June 25, 2018, the Company received a letter from Aetna’s external legal counsel that included various allegations relating to the Company’s past practices. In November 2019, the Company and Aetna entered into a settlement agreement for $15.0 million, to be paid in installment payments through December 2020. During the year ended December 31, 2018, the Company recorded a charge of $15.0 million associated with this claim in its consolidated statements of operations as a reduction to revenue. As of December 31, 2020, the Company’s accrual consists of $2.5 million included in accrued expenses and other current liabilities. On October 18, 2018, the Company received a letter from UnitedHealth Group that included various allegations relating to the Company’s past practices. On September 30, 2019, the Company entered into a settlement agreement with United HealthCare Services, Inc. and UnitedHealthcare Insurance Company (“United”) in which the Company agreed to pay an aggregate amount of $30.0 million. The settlement is to be paid with an upfront payment of $2.0 million, and the remaining balance to be paid every six months starting December 31, 2019, with the first two installment payments of $5.0 million each, and $6.0 million each thereafter. As of December 31, 2020, the remaining settlement accrual related to United of $12.0 million is included in accrued expenses and other current liabilities. Payor Recoveries As noted above, the regulations governing government reimbursement programs (e.g., Medicaid, Tricare, and Medicare) and commercial payor reimbursement programs are complex and may be subject to interpretation. As a provider of services to patients covered under government reimbursement and commercial payor programs, the Company is routinely subject to post-payment review audits and other forms of reviews and investigations. If a third-party payor successfully challenges that a payment to the Company for prior testing was in breach of contract or otherwise contrary to policy or law, they may recoup such payment. The Company may also decide to negotiate and settle with a third-party payor in order to resolve an allegation of overpayment. In the ordinary course of business, the Company addresses and evaluates a number of such claims from payors. In the past, the Company has negotiated and settled these types of claims with third-party payors. The Company may be required to resolve further disputes in the future. While management is unable to predict the exact outcome of any such claims, it is management’s current belief that any potential liabilities resulting from these contingencies, individually or in the aggregate, could have a material impact on the Company’s financial position and results of operations. In connection with the third-party review of the Company’s coding and billing processes described in Note 4, which identified that the Company had not effectively transitioned to the implementation of the new CPT code for reimbursement for the Company’s Preparent expanded carrier screening tests during 2019 and early 2020, the Company reviewed its reimbursement from commercial payors for these tests over the same time period. The Company may need to engage with payors in order to determine if any amounts could be subject to recovery or recoupment, as it is customarily done with commercial payors. Any amounts subject to recovery or recoupment will depend on the interpretation of widely variable payor medical and billing policies. The Company will not know if any overpayments exist until it completes this engagement with individual commercial payors. If negotiations with payors result in claims or conclusions that overpayments have been made, this could have a material impact on the Company’s financial results and position. The Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from any unfavorable outcome related to this matter. Payor Dispute On November 16, 2020, the Company received a letter from Anthem, Inc., or Anthem, informing the Company that Anthem is seeking recoupment for historical payments made by Anthem in an aggregate amount of approximately $27.4 million. The historical payments for which Anthem is seeking recoupment are claimed to relate primarily to discontinued legacy billing practices for the Company’s NIPT and microdeletion tests and secondarily to the implementation of the new CPT code for reimbursement for the Company’s Preparent expanded carrier screening tests. As noted above, the Company has historically negotiated and settled similar claims with third-party payors. Although the Company’s practice in resolving disputes with other similar large commercial payors has generally led to agreed settlement amounts substantially less than the originally claimed amount, there can be no assurance that the Company will be successful in a similar settlement amount in any ongoing or future dispute. In management’s experience with negotiations with similarly situated commercial payors, a settlement may take six to twelve months to negotiate, and the time period over which a negotiated settlement payment may be paid could extend from one to two years, or longer. Historical settlement amounts and payment time periods may not be indicative of the final settlement terms with Anthem, if any. Management intends to negotiate and/or dispute this claim of recoupment with Anthem and seek to offset any amounts owed by Anthem to the Company. Anthem has indicated a willingness to engage in contract negotiations for in-network status separately and in parallel to discussions regarding its recoupment claim. The resolution of this dispute may or may not include our moving in network with Anthem. As a potential means of making recoupment payments, if any, the Company may negotiate to apply temporarily lowered contracted rates for a specific period. Such provider-payor disputes are not uncommon and the Company expects to approach this dispute with an aim to resolve in a mutually satisfactory manner. The Company has recorded an accrual for the estimated probable loss for this matter as of December 31, 2020. OIG Inquiry On October 16, 2019, the Company received an inquiry from the Texas Health & Human Services Commission Office of Inspector General (the “TX OIG”) alleging that the Company did not hold the required CLIA Laboratory Certificate of Accreditation to perform, bill for, or be reimbursed by the Texas Medicaid Program for certain tests performed by us from January 1, 2015 through December 31, 2018. Although management believes that the Company holds and have held all required CLIA certificates and/or subcontract with third-party laboratories that hold and have held such certificates to perform all of the tests subject to the TX OIG inquiry, there can be no assurance that the TX OIG will agree with this position. The Company submitted a written response to the inquiry on October 23, 2019 and are awaiting a response from the TX OIG on the matter. It is not possible to predict the outcome of these matters and the timing for resolution. Natera Lawsuit On June 17, 2020, Natera, Inc. (“Natera”) filed suit in the Western District of Texas (W.D. Texas Civil Action No. 6:20-cv-532) asserting the Company’s infringement of six Natera patents based on a portion of the Company’s NIPT product offering. On June 19, 2020, Natera filed a substantially similar second suit in the Northern District of Texas (N.D. Texas Civil Action No. 3:20-cv-1634). On July 31, 2020, the Company filed a motion to dismiss the Western District of Texas case based improper venue. The motion is fully briefed and remains pending before the Court. The Northern District of Texas case has been stayed until a decision with respect to the motion to dismiss is made. On July 2, 2020, the Company filed a Complaint for Declaratory Judgment of Non-Infringement against Natera in the Southern District of California (S.D. California Civil Action No. 3:20-cv-1252). This case has been stayed pending the outcome of the Company’s venue motion in the Western District of Texas. Management believes that the claims in Natera’s complaints are without merit and the Company is vigorously defending against them. Ravgen Lawsuit On December 22, 2020, Ravgen, Inc., or Ravgen, filed suit in the District of Delaware (D. Del. Civil Action No. 1:20-cv-1734) IPO Litigation On June 23, 2020, the Company closed an initial public offering of its common stock (“the IPO”). Lawsuits were filed on August 28, 2020 and September 11, 2020 against the Company, certain of its executive officers and directors, and the underwriters of the IPO. On December 3, 2020, the U.S. District Court for the Southern District of California consolidated the two actions, appointed Lin Shen, Lingjun Lin and Fusheng Lin to serve as Lead Plaintiffs, and approved Glancy Prongay & Murray LLP to be Lead Plaintiffs’ Counsel. Lead Plaintiffs filed their amended complaint on February 4, 2021. It alleges that the Company’s registration statement and related prospectus for the IPO contained false and misleading statements and omissions in violation of the Securities Act of 1933 by failing to disclose that the Company (i) had overbilled government payors by $10.3 million and thus overstated its revenues for the full fiscal year 2019 and first quarter of 2020, and (ii) was allegedly suffering from material negative trends with respect to testing volumes, average selling prices for its tests, and revenues. Lead Plaintiffs seek certification as a class, unspecified compensatory damages, interest, costs and expenses including attorneys’ fees, and unspecified extraordinary, equitable, and/or injunctive relief. The Company’s response to the amended complaint is due by April 5, 2021. The Company intends to vigorously defend against these claims. Given the uncertainty of litigation, the preliminary stages of these cases, and the legal standards that must be met for, among other things, success on the merits, the Company is unable to predict the ultimate outcome of this action, and therefore cannot estimate the reasonably possible loss or range of loss, if any, that may result from these actions. Subject to a reservation of rights, the Company is advancing expenses subject to indemnification to the underwriters of the IPO. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Common Stock Pursuant to the Company’s eighth amended and restated certificate of incorporation, which went into effect immediately prior to the completion of the IPO, the Company is authorized to issue 350 million shares of common stock and 10 million shares of undesignated preferred stock On June 18, 2020, the Company completed its IPO. In the IPO, the Company issued and sold 6,666,667 shares of its common stock, at a price to the public of $15.00 per share. The Company received approximately $88.7 million in net proceeds, after deducting $ 7.0 in 4.3 in In December 2020, the Company issued and sold 8,792,047 shares of its common stock in an underwritten public offering , at a price of $3.27 per share. The Company received approximately $26.9 million in net proceeds, after deducting underwriting discounts and commissions and other offering expenses payable by the Company. Treasury Stock In June 2014, the Company authorized an Equity Repurchase Program for Key Employees (the “Repurchase Program”). The Repurchase Program allowed the Company to repurchase for cash a portion of the common stock equity interests of certain employees, provided that (i) no more than 25% of the equity interest of any employee was repurchased under the Repurchase Program, (ii) the purchase price paid for each share of common stock equaled the most recent appraisal valuation of the Company’s common stock, and (iii) the aggregate repurchases did not exceed the lesser of (a) equity interest representing, in the aggregate, 0.8 million shares of common stock, (b) a purchase price, in the aggregate, of more than $6.0 million, and (c) the maximum repurchases permitted under the General Corporation Law of the State of Delaware. In addition, it was the Company’s practice to require individuals exercising stock options to hold the shares received upon exercising for a reasonable period of time in order for the holder to be exposed to the economic risks and rewards of share ownership prior to participating in the Repurchase Program. A reasonable period of time was defined as a period of at least six months and that covered at least two common stock appraisal valuations. The Repurchase Program has been discontinued. Convertible Preferred Stock As of December 31, 2019, the Company had outstanding Series A Preferred Stock and Series B Preferred Stock. On August 27, 2019, the Company issued 9,090,910 shares of Series B Preferred Stock at an issuance price of $2.75 per share for an aggregate consideration of $25.0 million (the “August 2019 Financing”) pursuant to a Series B Preferred Stock Purchase Agreement with a private equity firm. In addition, the Company amended the Series B Preferred Stock Purchase Warrant dated October 27, 2017 to increase the Series B Preferred Stock underlying the Series B Preferred Stock Purchase Warrant from 1,416,431 shares to 1,818,182 shares and adjust the exercise price to $2.75 per share. The $25.0 million of proceeds from the August 2019 Financing were allocated among the newly issued Series B Preferred Stock shares and additional shares of Series B Preferred Stock Purchase Warrant based on their relative fair values. In connection with the August 2019 Financing, the Board of Directors and stockholders approved a 1.28-for-1 stock split for the Company’s Series B Preferred Stock and Series B Preferred Stock Purchase Warrant issued and outstanding prior to the August 2019 Financing, which was effected on August 27, 2019 pursuant to an amendment to the amended and restated certificate of incorporation. The conversion price of the Series B Preferred Stock and exercise price of the outstanding Series B Preferred Stock Purchase Warrant was lowered from $3.53 to $2.75 per share. As a result, the Company issued 4,017,512 additional shares of Series B Preferred Stock as a stock dividend to the preferred stockholders, which was recorded as a $13.1 million increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019. On August 27, 2019, the Company entered into an Exchange Agreement with holders of Series A-1 Preferred Stock (the “Exchange Agreement”) pursuant to which the outstanding 1,500,000 shares of Series A-1 Preferred Stock were exchanged for 35,664,240 shares of Series B Preferred Stock. The exchange ratio was 1.2 to 1 on as-if converted to 4,810,651 shares of common stock that the Series A-1 Preferred Stock can be converted to, based on the conversion rate of 3.2 to 1. The Company determined that such exchange constituted a modification to the Series A-1 Preferred Stock. Accordingly, the increase comparing the fair value of the Series B Preferred Stock with the fair value of the Series A-1 Preferred Stock represented a dividend to the preferred stockholders of approximately $27.6 million, which was recorded as an increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019. On November 12, 2019, the Company entered into a Series B Preferred Stock Purchase Agreement (the “November Series B Preferred Stock Purchase Agreement”) with a private equity firm and received $25.0 million (the “November 2019 Financing”) in exchange for the issuance of 11,111,111 shares of Series B Preferred Stock at $2.25 per share. In connection with the November 2019 Financing, the Board of Directors and stockholders approved a 1.22-for-1 stock split for the Company’s Series B Preferred Stock and Series B Preferred Stock Purchase Warrant issued and outstanding prior to the November 2019 Financing. The conversion price of the Series B Preferred Stock and exercise price of the outstanding Series B Preferred Stock Purchase Warrant was lowered from $2.75 to $2.25 per share. As a result, the Company issued 13,985,993 additional shares of Series B Preferred Stock and adjusted the Series B Preferred Stock Purchase Warrant to purchase up to 2,222,222 shares of Series B Preferred Stock. The issuance of additional shares represented a stock dividend to the preferred stockholders, which was recorded as a $36.4 million increase to accumulated deficit in the consolidated statements of stockholders’ deficit during the year ended December 31, 2019. In connection with the November 2019 Financing, the Company amended the certificate of incorporation. Following the amendment, there are no authorized or outstanding shares of Series A-1 Preferred Stock. On November 22, 2019, the Company completed an additional equity financing pursuant to the November Series B Preferred Stock Purchase Agreement with certain existing, accredited investors for an aggregate of $6.1 million in exchange for the issuance of an aggregate of 2,722,222 shares of Series B Preferred Stock at $2.25 per share. On December 19, 2019, the Company completed an additional equity financing pursuant to the November Series B Preferred Stock Purchase Agreement with the same private equity firm as the November 2019 Financing for $25.0 million in exchange for the issuance of 11,111,111 shares of Series B Preferred Stock at $2.25 per share. In February 2020, the Company issued and sold an aggregate of 5,066,666 shares of Series B Preferred Stock at a purchase price of $2.25 per share to existing investors in exchange for aggregate consideration of approximately $11.4 million. On March 31, 2020, in connection with the Credit Agreement Amendment, which provided for the payment of interest due and payable as of March 31, 2020 and June 30, 2020 (only in the event the IPO had not been consummated by such date) in shares of Series B Preferred Stock, the Company issued an aggregate of 967,130 shares of Series B Preferred Stock at a subscription price of $2.25 per share to existing investors as payment for interest due and payable as of March 31, 2020 and all applicable fees. On April 3, 2020, the Company issued and sold an aggregate of 4,444,444 shares of its Series B Preferred Stock at a purchase price of $2.25 per share to existing investors in exchange for aggregate consideration of approximately $10.0 million in cash. The fair value of the preferred stock was estimated using a hybrid between a probability-weighted expected return method (“PWERM”) and option pricing model (“OPM”), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various classes of stock was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and one scenario contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under its various scenarios. Share value for each class of stock was based upon the probability-weighted present value of expected future share values, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the preferred stock include the timing of potential events (primarily the IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the common stock, and the discount rate used to calculate the present value of the estimated equity value allocated to each share class. Preferred stock outstanding as of December 31, 2019 consisted of the following (in thousands, except share and per share data): December 31, 2019 Shares Authorized Shares Issued and Outstanding Per Share Price at Issuance Aggregate Liquidation Preference Series A 4,120,000 4,120,000 $ 0.48543 $ 2,000 Series B 126,035,000 101,867,405 2.25000 229,202 Total preferred stock 130,155,000 105,987,405 $ 231,202 In connection with the IPO, on June 18, 2020, all outstanding Series A Preferred Stock and Series B Preferred Stock converted into 33,443,562 shares of common stock, including the issuance of 2,045,522 shares of common stock pursuant to an adjustment in the conversion rate of all of the shares of Series B Preferred Stock outstanding immediately prior to the IPO. Upon conversion of the convertible preferred stock, the Company reclassified their carrying value to common stock and additional paid-in capital. Common Stock Reserved for Future Issuance The Company reserved shares of common stock, on an as-if-converted basis, for future issuance as follows: December 31, 2020 December 31, 2019 Outstanding stock options to purchase common stock 4,268,945 2,561,866 Restricted stock units outstanding 1,468,765 322,608 Available for future issuance under equity incentive plan 2,938,616 — Common stock warrant 400,160 — Common stock issuable upon conversion of convertible notes 51,529,036 — Series A Preferred Stock — 13,213,254 Series B Preferred Stock — 16,488,731 Series B Preferred Stock Purchase Warrant — 359,699 Total 60,605,522 32,946,158 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation In February 2018, the Company adopted the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan is the successor to and continuation of the Second Amended and Restated 2012 Stock Plan (the “2012 Plan”) and the 2015 Consultant Stock Plan (the “2015 Plan”), and is administered with either stock options or restricted stock units. The Board of Directors administers the plans. Upon adoption of the 2018 Plan, no new stock options or awards are issuable under the 2012 Plan, as amended, or the 2015 Plan. The 2018 Plan also provides for other types of equity to issue awards, which at this time the Company does not plan to utilize. The 2018 Plan was amended in March 2019 with 1.1 million shares available for future grant. In December 2019, the Company adopted the Second Amended and Restated 2018 Equity Incentive Plan, which increased the number of shares available for future grant to 2.7 million shares. On March 4, 2020, the Board of Directors adopted the Third Amended and Restated 2018 Equity Incentive Plan (the “2018 Third Amended Plan”), which increased the number of shares available for future grant to a total of 7,615,733 shares and was approved by stockholders on March 5, 2020. As of December 31, 2020, the number of shares available for grant under the 2018 Third Amended Plan was 2,938,616. The 2018 Third Amended Plan provides for automatic annual increase in the number of shares of common stock reserved for issuance, which resulted in an additional 4,537,676 shares reserved for future issuance effective January 1, 2021. Stock Options The following table summarizes s tock option activity under the 2012 Plan, the 2015 Plan, and the 2018 Third Amended Plan during the year ended December 31, 2020 (in thousands, except share and per share data): Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2019 2,561,866 $ 9.01 Options granted 2,652,102 8.22 Options exercised (543,218 ) 1.15 Options forfeited/cancelled (401,805 ) 11.24 Balance at December 31, 2020 4,268,945 $ 8.14 7.74 $ 2,527 Vested and expected to vest at December 31, 2020 4,268,945 $ 8.14 7.74 $ 2,527 Vested and exercisable at December 31, 2020 1,748,573 $ 8.18 5.40 $ 1,708 The aggregate intrinsic value in the above table is calculated as the difference between the closing price of our common stock at December 31, 2020, of $ 5.31 December 31, 2020 4.2 . In January 2020, the Board of Directors approved the modification of the exercise price of certain outstanding stock options under the existing incentive plans. As a result of this modification, an additional stock-based compensation expense of $0.9 million is being recognized over the remaining vesting period for the outstanding stock options. The Company uses the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Risk-free interest rate 0.4% - 1.7% 1.4% - 2.4% Expected volatility 57.0% - 71.0% 57.0% - 71.0% Expected dividend yield — — Expected life (years) 4.0 - 6.3 years 6.25 years Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Balance at December 31, 2019 323,671 $ 15.19 Granted 1,389,919 8.10 Vested (140,422 ) 14.93 Forfeited/cancelled (104,403 ) 12.06 Balance at December 31, 2020 1,468,765 $ 8.73 2020 Employee Stock Purchase Plan In June 2020, the Company’s board of directors adopted the ESPP. Stock-Based Compensation Expense The stock-based compensation expense related to stock options, RSUs and the ESPP is included in the accompanying consolidated statements of operations as follows (in thousands): Year Ended December 31, 2020 2019 Cost of sales $ 867 $ 207 Research and development 2,804 851 Selling and marketing 1,633 501 General and administrative 5,364 816 Total stock-based compensation expense $ 10,668 $ 2,375 The weighted-average grant date fair value of options granted during the years ended December 31, 2020 and 2019 was $5.15 per option and $7.35 per option, respectively. At December 31, 2020, there was $12.8 million and $10.5 million, of compensation cost related to unvested stock options and RSUs, respectively, expected to be recognized over a remaining weighted average vesting period of 2.93 years . The total unrecognized compensation costs will be adjusted for forfeitures in future periods as they occur. N tax benefits related to stock-based compensation were recorded in the statements of operations because during the years ended and 2019 as the Company is in a net operating loss position with a full valuation allowance on net deferred tax assets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 Current provision: Federal $ (37,697 ) $ (638 ) State 82 (104 ) (37,615 ) (742 ) Deferred expense: Federal 22 36 State 61 — 83 36 Net income tax provision $ (37,532 ) $ (706 ) The components of income tax expense relate to the following (in thousands): Year Ended December 31, 2020 2019 Income tax benefit at U.S. federal statutory rate $ (48,313 ) $ (31,236 ) State income tax benefit, net of federal benefit (5,469 ) (4,538 ) NOL carryback and other true ups (15,517 ) — Government litigation settlements 4,611 — Federal research and development credit (3,573 ) (3,232 ) Convertible debt 740 — Stock-based compensation 84 (87 ) Meals and entertainment — 367 Change in valuation allowance 29,845 38,514 Other 60 (494 ) Total income tax expense $ (37,532 ) $ (706 ) Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The tax effects of temporary differences that give rise to portions of the deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are presented below (in thousands): December 31, 2020 December 31, 2019 Deferred tax assets: Net operating losses and carryforwards $ 87,329 $ 51,768 Reserves 7,211 17,287 Intangible assets 3,878 3,982 Accrued expenses 1,816 3,025 Stock-based compensation 2,289 194 Convertible debt 3,290 — Total deferred tax assets 105,813 76,256 Deferred tax liabilities: Fixed assets (1,698 ) (1,705 ) Prepaid expenses (1,146 ) (138 ) Goodwill (402 ) (205 ) Adoption of ASC 606 (2,824 ) (4,227 ) Total deferred tax liabilities (6,070 ) (6,275 ) Net deferred tax assets 99,743 69,981 Less: valuation allowance (99,862 ) (70,017 ) Net deferred tax assets (liabilities) $ (119 ) $ (36 ) Due to the losses generated in 2020 and 2019 and projected future taxable losses, management concluded that it is not more likely than not that the Company will realize the benefits of its deferred tax assets. As such, the Company recorded a valuation allowance of $99.9 million and $70.0 million, respectively, on its net deferred tax assets as of December 31, 2020 and 2019. At December 31, 2020, the Company had federal and state income tax net operating loss (“NOL”) Pursuant to Section 382 and Section 383 of the Internal Revenue Code, annual use of the Company’s net operating loss carryforwards and tax credit carryforwards may be limited as a result of cumulative changes of ownership resulting in a change of control of the Company. The Company performed a formal study and determined future utilization of tax attribute carryforwards are not limited per Section 382 of the Internal Revenue Code. In accordance with ASC 740-10, Income Taxes—Overall, The Company’s policy is to recognize interest and penalties related to income tax matters in the provision for income taxes. At December 31, 2020, there were no interest and penalties related to uncertain tax positions. The Company is subject to taxation in the United States, various US state jurisdictions and the United Kingdom. Multiple tax years remain open to examination depending on the applicable jurisdiction. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act includes several significant provisions for corporations, including those pertaining to net operating loss carryforwards, interest deductions and payroll tax benefits. Corporate taxpayers may carryback NOLs originating during 2018 through 2020 for up to five years. During the first quarter of 2020, the Company recorded a discrete tax benefit of $37.7 million related to the NOL carryback provisions available under the CARES Act legislation corresponding to anticipated tax refunds applicable to taxable years 2013, 2014, 2015, and 2017. If any tax refund is received that is more than $5.0 million in a single year, along with other civil settlements, damages awards, and tax refunds, the Company has agreed to pay 65% of all such amounts received to accelerate payments to the government in connection with our government settlement (see Note 10). During the year ended December 31, 2020, we received a full tax refund related to the NOL carryback provisions available under the CARES Act. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act, 2021 (“CAA 2021”), which included a number of provisions including, but not limited to the extension of numerous employment tax credits, the extension of the Section 179D deduction, enhanced business meals deductions, and the deductibility of expenses paid with Paycheck Protection Program (“PPP”) loan funds that are forgiven. Accordingly, the effects of the CAA 2021 have been incorporated into the income tax provision for the year ended December 31, 2020. These provisions did not have a material impact on the Company’s income tax provision. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 14. Net Loss Per Share Net loss per share is computed by dividing net loss attributable to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options, as well as from the possible conversion of the Company’s preferred stock and exercise of the outstanding warrant. The treasury stock and if-converted methods are used to calculate the potential dilutive effect of these common stock equivalents. However, potentially dilutive shares are excluded from the computation of diluted loss per share when their effect is antidilutive. Due to the Company reporting a net loss attributable to common stockholders for all periods presented, all potentially dilutive securities were antidilutive and have been excluded from the computation of diluted loss per share. The table below provides potentially dilutive securities in equivalent common shares not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: Year Ended December 31, 2020 2019 Stock options to purchase common stock 4,268,945 2,561,866 Restricted stock units 1,468,765 322,608 Common stock warrant 400,160 — Stock issuable upon conversion of convertible notes 51,529,036 — Series A Preferred Stock — 13,213,254 Series B Preferred Stock — 16,488,731 Series B Preferred Stock Purchase Warrant — 359,699 Total 57,666,906 32,946,158 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 15. Employee Benefit Plan The Company has a qualified 401(k) employee savings plan for the benefit of its employees (the “plan”). Substantially all employees are eligible to participate in the plan. Under the plan, employees can contribute and defer taxes on compensation contributed. The Company has the option to make discretionary profit-sharing contributions to the plan. The Company made employer contributions to the plan of $2.9 million and $2.5 million for the years ended December 31, 2020 and 2019, respectively. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | Note 16. Quarterly Financial Data (Unaudited) The following tables present selected quarterly financial data for the years presented, in thousands, except per share data: Three Months Ended 2020 December 31, September 30, June 30, March 31, Revenues $ 14,276 $ 25,943 $ 17,266 $ 16,828 Loss from operations (51,371 ) (44,571 ) (46,720 ) (52,526 ) Net loss (75,528 ) (47,065 ) (52,783 ) (17,152 ) Net loss attributable to common stockholders (75,528 ) (47,065 ) (53,051 ) (17,152 ) Net loss per share, basic and diluted (1.53 ) (1.01 ) (6.11 ) (3.43 ) 2019 Revenues $ 20,476 $ 18,772 $ 57,230 $ 47,507 Loss from operations (48,973 ) (54,841 ) (14,298 ) (22,007 ) Net loss (50,476 ) (57,133 ) (16,409 ) (24,019 ) Net loss attributable to common stockholders (86,840 ) (97,907 ) (16,409 ) (27,671 ) Net loss per share, basic and diluted (17.46 ) (19.85 ) (3.34 ) (5.88 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Events On February 22, 2021, the Company entered into a Securities Purchase Agreement for a private placement with certain institutional and accredited investors (the “Purchasers”). Pursuant to the Securities Purchase Agreement, the Purchasers have agreed to purchase an aggregate of 4,370,629 units (the “Units”) representing (i) 4,370,629 shares of the Company’s common stock, par value $0.001 per share, and (ii) warrants to purchase up to 4,370,629 shares of common stock. The purchase price for each Unit is $5.72, for an aggregate purchase price of approximately $25.0 million. This transaction closed on February 25, 2021. The warrants are exercisable for cash at an exercise price of $6.86 per share, subject to adjustments as provided under the terms of the warrants. The warrants are immediately exercisable for cash and expire on the fifth anniversary of the date of issuance. If exercised for cash, the warrants would result in additional gross proceeds to the Company of approximately $30.0 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Progenity, Inc., its wholly owned subsidiaries, and an affiliated professional partnership with Avero with respect to which the Company currently has a specific management arrangement. The Company has determined that Avero is a variable interest entity and that the Company is the primary beneficiary resulting in the consolidation of Avero as required by the accounting guidance for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation (see Note 3). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include the estimate of variable consideration in connection with the recognition of revenue, the valuation of Series B preferred stock, the valuation of stock options, the valuation of goodwill and intangible assets, the valuation of derivative liability associated with the convertible notes, accrual for reimbursement claims and settlements, assessing future tax exposure and the realization of deferred tax assets, the useful lives and the recoverability of property and equipment. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. |
Operating Segments | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker or decision-making group in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business as one operating segment. All revenues are attributable to U.S.-based operations and all assets are held in the United States. |
Revenue Recognition | Revenue Recognition Revenue is recognized in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers Revenue is primarily derived from providing molecular testing products, which are reimbursed through arrangements with third-party payors, laboratory distribution partners, and amounts from individual patients. Third-party payors include commercial payors, such as health insurance companies, health maintenance organizations and government health benefit programs, such as Medicare and Medicaid. The Company’s contracts generally contain a single performance obligation, which is the delivery of the test results, and the Company satisfies its performance obligation at a point in time upon the delivery of the results, which then triggers the billing for the product. The amount of revenue recognized reflects the amount of consideration the Company expects to be entitled to (the “transaction price”) and considers the effects of variable consideration. Revenue is recognized when control of the promised product is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products. The Company applies the following practical expedients and exemptions: • Incremental costs incurred to obtain a contract are expensed as incurred because the related amortization period would have been one year or less. The costs are included in selling and marketing expenses. • No adjustments to amounts of promised consideration are made for the effects of a significant financing component because the Company expects, at contract inception, that the period between the transfer of a promised good or service and customer payment for that good or service will be one year or less. |
Payor Concentration | Payor Concentration The Company relies upon reimbursements from third-party government payors and private-payor insurance companies to collect accounts receivable. The Company’s significant third-party payors and their related accounts receivable balances and revenues as a percentage of total accounts receivable balances and revenues are as follows: Percentage of Accounts Receivable December 31, 2020 December 31, 2019 Blue Shield of Texas 17.8 % * Aetna 4.0 % 6.0 % Cigna 2.6 % * United Healthcare 6.6 % 31.5 % Government Health Benefits Programs 26.2 % 16.7 % Anthem 3.5 % * ____________ * Less than 1%. Percentage of Revenue Year Ended December 31, 2020 2019 Blue Shield of Texas 35.6 % 21.3 % Aetna 11.0 % 9.2 % Cigna 7.6 % 4.5 % United Healthcare 6.7 % 30.8 % Government Health Benefits Programs 3.7 % * Anthem(1) (6.7 )% 6.1 % ____________ (1) The negative amounts presented in the percentage of revenues include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the year ended December 31, 2020. Revenue recognized consider the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements, as described in Notes 4 and 10. * Less than 1%. |
Accounts Receivable | Accounts Receivable Accounts receivable is recorded at the transaction price and considers the effects of variable consideration. The total consideration the Company expects to collect is an estimate and may be fixed or variable. Variable consideration includes reimbursement from third-party payors, laboratory distribution partners, and amounts from individual patients, and is adjusted for disallowed cases, discounts, and refunds using the expected value approach. The Company monitors these estimates at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. |
Cost of Sales | Cost of Sales The components of the Company’s cost of sales are materials and service costs, personnel costs, including stock-based compensation expense, equipment, and infrastructure expenses associated with processing blood and other samples, quality control analyses, shipping charges to transport samples and specimens from ordering physicians, clinics or individuals, third-party laboratory testing products, and allocated overhead including rent, information technology costs, equipment depreciation, and utilities. Costs associated with performing tests are recorded when the test is processed regardless of whether and when revenues are recognized with respect to such test. |
Cash and Cash Equivalents including Concentration of Credit Risk | Cash and Cash Equivalents including Concentration of Credit Risk The Company considers all highly liquid investment instruments purchased with an initial maturity of three months or less to be cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents in financial institutions with high credit ratings. The Company’s cash and cash equivalents may consist of deposits held with banks, money market funds, or other highly liquid investments that may at times exceed federally insured limits. Cash equivalents are financial instruments that potentially subject the Company to concentrations of risk, to the extent of amounts recorded in the balance sheets. The Company performs evaluations of its cash equivalents and the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. Management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held. |
Investments | Investments All investments have been classified as “available-for-sale” and are carried at fair value as determined based upon quoted market prices or pricing models for similar securities at period end. Investments with contractual maturities less than 12 months at the balance sheet date are considered short-term investments. Those investments with contractual maturities 12 months or greater at the balance sheet date are considered long-term investments. A decline in the fair value of any security below cost that is deemed other than temporary results in a charge to earnings and the corresponding establishment of a new cost basis for the security. Dividend and interest income are recognized when earned. Realized gains and losses are included in earnings and are derived using the specific identification method for determining the cost of the securities sold. |
Inventory | Inventory Inventory is stated at lower of cost (first-in, first-out method) or net realizable value. Inventory consists entirely of supplies, which are consumed when the Company is providing its test reports, and therefore the Company does not maintain any work in process or finished goods inventory. The Company reviews its inventory on a regular basis for excess and obsolete inventory based on an estimate for future consumption. Write-downs or losses of inventory are generally due to technological advances or new product introductions in the Company’s laboratory testing products. The Company believes that the estimate used in calculating the inventory provision are reasonable and properly reflect the risk of excess and obsolete inventory. If laboratory operation demand is significantly less than inventory levels, inventory write-downs may be required, which could have a material adverse effect on the Company’s consolidated financial statements. Inventory write-downs amounted to $0.1 million and $0.5 million in the years ended December 31, 2020 and 2019, respectively. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost. Assets acquired under capital leases are stated at the present value of future minimum lease payments. Depreciation is recognized on a straight-line basis over the estimated useful lives of the related assets as follows: Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 Building 15 Assets acquired under capital leases and leasehold improvements are amortized on a straight-line basis over the shorter of the lease term or the useful life of the asset. Land is not depreciated. |
Goodwill | Goodwill Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill is not amortized but instead is tested annually for impairment at the reporting unit level, or more frequently when events or changes in circumstances indicate that fair value of the reporting unit has been reduced to less than its carrying value. The Company may choose to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is considered not impaired; otherwise, there is an indication that goodwill may be impaired and the amount of the loss, if any, is measured by performing step two. Under step two, the impairment loss, if any, is measured by comparing the implied fair value of the reporting unit goodwill with the carrying amount of goodwill. No impairment was recorded for the years ended December 31, 2020 and 2019. |
Intangible Assets | Intangible Assets Intangible assets consist of identifiable intangible assets acquired through acquisitions. Identifiable intangible assets include payor relationships, trade names, and noncompete agreements. The Company amortizes payor relationships and trade names using the straight-line method over their useful lives. The Company amortizes noncompete covenants using the straight-line method over the terms of the related agreements. The Company reviews impairment for intangible assets with definite useful lives whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the undiscounted future cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. No impairment was recorded for the years ended December 31, 2020 and 2019. The amortization periods for the acquired intangible assets are: Intangible Assets Estimated Useful Life (in years) Trade names 10 Payor relationships 10 Noncompete agreements 6 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company accounts for the impairment of long-lived assets, such as property and equipment, by reviewing these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted future cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted-cash-flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value. No impairment was recorded as of December 31, 2020 and 2019. |
Embedded Derivative Related to Convertible Notes | Embedded Derivative Related to Convertible Notes During 2020, the Company issued convertible notes with an embedded derivative that is required to be bifurcated from their host contract and remeasured to fair value at each balance sheet date. Any resulting gain or loss related to the change in the fair value of the embedded derivative is recorded to other income (expense), net on the consolidated statements of operations. Changes in the Company’s assumptions, such as the Company’s stock price and volatility of common stock, could result in material changes in the valuation in future periods. |
Repair and Maintenance | Repair and Maintenance The Company incurs maintenance costs on its major equipment. Repair and maintenance costs are expensed as incurred. |
Research and Development | Research and Development Research and development expenses consist primarily of costs associated with performing research and development activities to improve the Company’s tests, to reduce costs, and to develop new products. Research and development expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, and benefits, and allocated overhead costs. Research and development expenses are expensed as incurred. |
Selling and Marketing | Selling and Marketing Selling and marketing expenses consist primarily of costs for communication, advertising, conferences, and other marketing events. Selling and marketing expenses also consist of personnel expenses, including salaries, bonuses, stock-based compensation expense, benefits, and allocated overhead costs. Selling and marketing expenses are expensed as incurred. Advertising expense for the years ended December 31, 2020 and 2019 amounted to $1.6 million and $2.2 million, respectively. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of personnel costs, including salaries, bonuses, stock-based compensation expense, and benefits, for the Company’s finance and accounting, legal, human resources, and other administrative teams. Additionally, these expenses include professional fees, including audit, legal, and recruiting services. General and administrative expenses are expensed in the period incurred. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation related to stock options, restricted stock units (“RSUs”) and the 2020 Employee Stock Purchase Plan (“ESPP”) awards granted to the Company’s employees 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 related to service-based awards is recognized starting on the grant date on a straight-line basis over the vesting period, which is typically four years. The determination of the fair value of each stock award using the option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the fair value of the common stock at the date of grant, the expected term of the awards, the expected stock price volatility over the term of the awards, risk-free interest rate, and dividend rate. The Company’s assumptions with respect to these variables are as follows: Fair Value of Common Stock— Prior to the IPO, the Company’s common stock was not publicly traded, therefore the Company estimated the fair value of its common stock. Following the IPO, the fair value of the Company’s common stock for awards with service-based vesting is the closing selling price per share of its common stock as reported on the Nasdaq Global Market on the date of grant or other relevant determination date. Expected Term—The expected term represents the period that the stock-based awards are expected to be outstanding. The Company determines the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. For stock options granted to non-employees, the expected term equals the remaining contractual term of the option from the vesting date. For the ESPP, the expected term is the period of time from the offering date to the purchase date. Expected Volatility—Given the limited period of time the Company’s stock has been traded in an active market Risk-Free Interest Rate—The risk-free interest rate is calculated using the average of the published interest rates of U.S. Treasury zero-coupon issues with maturities that are commensurate with the expected term. Dividend Rate—The dividend yield assumption is zero, as the Company has no plans to make dividend payments. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. The Company considers all series of preferred stock to be participating securities as the holders of such stock are entitled to receive non-cumulative dividends on an as-converted basis in the event that a dividend is paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the preferred stock as the holders of preferred stock do not have a contractual obligation to share in the Company’s losses. Under the two-class method, net income is attributed to common stockholders and participating securities based on their participation rights. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Net loss attributable to common stockholders is calculated by adjusting net loss with dividends to preferred stockholders, if any. As the Company has reported net losses for all periods presented, all potentially dilutive securities are antidilutive and, accordingly, basic net loss per share equals diluted net loss per share. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are recognized in the period in which the change in judgment occurs. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. |
Comprehensive Loss | Comprehensive Loss The Company did not have any other comprehensive income or loss for any of the periods presented, and therefore comprehensive loss was the same as the Company’s net loss. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. |
Recent Accounting Pronouncements Adopted | Recent Accounting Pronouncements Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ( ASC 606 ), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition (“ASC 605”), and requires entities to recognize revenue when they transfer control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services ASC 606 as of January 1, 2019, using the modified retrospective transition method applied to those contracts which were completed as of January 1, adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to its opening accumulated deficit balance. The Company recorded a one-time increase to opening accounts receivable, net, and a reduction to opening accumulated deficit of $23.7 million as of January 1, 2019. The adjustment was primarily related to the recognition of variable consideration the Company expected to receive that was previously recognized as cash was received under ASC 605 In June 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) Leases (Topic 840) In June 2020, the FASB issued ASU No. 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, which further defers the effective date for certain entities. As a result, the ASU is now effective for EGCs for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. If Company maintains EGC status, it will adopt the new standard in the fourth quarter of 2022 using the modified retrospective method, under which the Company will apply the new lease standard to existing and new leases as of January 1, 2022, but prior periods will not be restated and will continue to be reported under Topic 840 guidance in effect during those periods. The Company plans to elect the package of practical expedients available in the new lease standard, allowing it not to reassess: (a) whether expired or existing contracts contain leases under the new definition of a lease; (b) lease classification for expired or existing leases; and (c) whether previously capitalized initial direct costs would qualify for capitalization under the new lease standard. The Company continues to monitor FASB activity to assess certain interpretative issues and the associated implementation of the new standard and is in the process of reviewing its lease arrangements, including property, equipment and vehicle leases. The Company is not yet able to estimate the anticipated impact to its consolidated financial statements from the implementation of the new standard as it continues to interpret the principles of the new standard. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses Codification Improvements to Topic 326, Financing Instruments–Credit Losses In August 2020, the FASB issued ASU No. 2020-06 , Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting for Convertible Instruments and Contracts in an Entity's Own Equity |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues | The Company relies upon reimbursements from third-party government payors and private-payor insurance companies to collect accounts receivable. The Company’s significant third-party payors and their related accounts receivable balances and revenues as a percentage of total accounts receivable balances and revenues are as follows: Percentage of Accounts Receivable December 31, 2020 December 31, 2019 Blue Shield of Texas 17.8 % * Aetna 4.0 % 6.0 % Cigna 2.6 % * United Healthcare 6.6 % 31.5 % Government Health Benefits Programs 26.2 % 16.7 % Anthem 3.5 % * ____________ * Less than 1%. Percentage of Revenue Year Ended December 31, 2020 2019 Blue Shield of Texas 35.6 % 21.3 % Aetna 11.0 % 9.2 % Cigna 7.6 % 4.5 % United Healthcare 6.7 % 30.8 % Government Health Benefits Programs 3.7 % * Anthem(1) (6.7 )% 6.1 % ____________ (1) The negative amounts presented in the percentage of revenues include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the year ended December 31, 2020. Revenue recognized consider the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements, as described in Notes 4 and 10. * Less than 1%. |
Summary of Estimated Useful Life of Property and Equipment | Property and Equipment Estimated Useful Life (in years) Computers and software 3 Laboratory equipment 5 Furniture, fixtures, and office equipment 8 Building 15 |
Summary of Amortization Periods for Acquired Intangible Assets | The amortization periods for the acquired intangible assets are: Intangible Assets Estimated Useful Life (in years) Trade names 10 Payor relationships 10 Noncompete agreements 6 |
Variable Interest Entity (Table
Variable Interest Entity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Variable Interest Entities [Abstract] | |
Schedule of Assets and Liabilities | The following table presents the assets and liabilities of Avero that are included in the Company’s consolidated balance sheets as of December 31, 2020 and 2019, in thousands. The creditors of Avero have no recourse to the general credit of the Company, with the exception of $1.7 million and $1.9 million in mortgage payable guaranteed by the Company as of December 31, 2020 and 2019, respectively (see Note 9), and $3.0 million in remaining Cigna settlement obligation guaranteed by the Company as of December 31, 2019. The assets and liabilities exclude intercompany balances that eliminate in consolidation: December 31, 2020 December 31, 2019 Assets of Avero that can only be used to settle obligations of Avero Cash and cash equivalents $ 556 $ 1,837 Accounts receivable, net 6,047 4,269 Inventory 3,382 2,572 Prepaid expenses and other current assets 1,254 1,181 Property and equipment, net 5,436 5,586 Other assets 30 30 Goodwill 6,219 6,219 Other intangible assets, net 3,843 4,771 Total assets of Avero that can only be used to settle obligations of Avero $ 26,767 $ 26,465 Liabilities of Avero Accounts payable $ 4,722 $ 2,450 Accrued expenses and other accrued liabilities 3,472 5,630 Current portion of capital lease obligations 46 59 Current portion of mortgage payable 199 173 Capital lease obligations, net of current portion 4 50 Mortgage payable, net of current portion 1,520 1,733 Other long-term liabilities 428 467 Total liabilities of Avero $ 10,391 $ 10,562 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenues by Payor | The following table shows a further disaggregation of revenues by payor type (in thousands): Year Ended December 31, 2020 2019 Commercial third-party payors $ 64,433 $ 139,051 Government health benefit programs(1) 2,731 195 Patient/laboratory distribution partners 7,149 4,739 Total revenues $ 74,313 $ 143,985 ____________ (1) The revenue amounts include accruals for reimbursement claims and settlements included in the estimates of variable consideration recorded during the years ended December 31, 2020 and 2019. Revenue recognized reflect the effects of variable consideration, and include adjustments for estimates of disallowed cases, discounts, and refunds. The variable consideration includes reductions in revenues for the accrual for reimbursement claims and settlements. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): December 31, 2020 December 31, 2019 Prepaid expenses $ 9,116 $ 6,476 Other current assets 245 1,370 Total $ 9,361 $ 7,846 |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Computers and software $ 14,591 $ 13,913 Building and leasehold improvements 9,458 9,491 Laboratory equipment 7,678 5,580 Furniture, fixtures, and office equipment 1,686 1,633 Construction in progress 2,784 1,493 Land 1,091 1,091 Total property and equipment 37,288 33,201 Less accumulated depreciation and amortization (19,446 ) (17,310 ) Property and equipment, net $ 17,842 $ 15,891 |
Summary of Capital Leases Included in Property and Equipment, Net | Capital leases included in property and equipment, net consisted of the following (in thousands): December 31, 2020 December 31, 2019 Capital leases $ 2,467 $ 3,692 Less accumulated depreciation and amortization (1,954 ) (2,239 ) Capital leases included in property and equipment, net $ 513 $ 1,453 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following (in thousands): December 31, 2020 Cost Accumulated amortization Net Payor relationships $ 7,230 $ (4,037 ) $ 3,193 Trade names 1,410 (787 ) 623 Noncompete agreements 384 (357 ) 27 Intangible assets, net $ 9,024 $ (5,181 ) $ 3,843 December 31, 2019 Cost Accumulated amortization Net Payor relationships $ 7,230 $ (3,314 ) $ 3,916 Trade names 1,410 (646 ) 764 Noncompete agreements 384 (293 ) 91 Intangible assets, net $ 9,024 $ (4,253 ) $ 4,771 |
Summary of Future Amortization of Intangible Assets | The future amortization of intangible assets at December 31, 2020 was (in thousands): Year ending December 31, 2021 $ 891 2022 864 2023 864 2024 864 2025 360 Thereafter — Total future minimum lease payments $ 3,843 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Accrual for reimbursement claims and settlements, current $ 30,487 $ 60,386 Commissions and bonuses 4,619 6,357 Vacation and payroll benefits 8,896 5,506 Accrued professional services 3,385 5,322 Contract liabilities 378 — Other 6,912 6,044 Total $ 54,677 $ 83,615 |
Summary of Other Long-term Liabilities | Other long-term liabilities consisted of the following (in thousands): December 31, 2020 December 31, 2019 Accrual for reimbursement claims and settlements, net of current portion $ 7,053 $ 12,205 Other 1,614 654 Total $ 8,667 $ 12,859 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value (in thousands): Quoted Prices for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) December 31, 2020 Money market funds(1) $ 90,254 $ — $ — Embedded derivative liability — — 18,370 December 31, 2019 Money market funds(1) $ 24,432 $ — $ — ____________ (1) Included in cash and cash equivalents in the accompanying consolidated balance sheets. |
Mortgages Payable (Tables)
Mortgages Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Minimum Principal Payments | As of December 31, 2020, the minimum principal payments under the mortgages payable were as follows (in thousands): Year ending December 31, Minimum Mortgages Payable Payments Obligations 2021 $ 271 2022 281 2023 292 2024 1,338 2025 884 Thereafter — Total future minimum payments 3,066 Less current portion of mortgages payable (271 ) Mortgages payable, net of current portion $ 2,795 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases | As of December 31, 2020, net minimum payments under the non-cancelable operating leases were as follows (in thousands): Year ending December 31, Minimum Operating Lease Payments 2021 $ 5,750 2022 3,017 2023 1,036 2024 38 2025 and thereafter — Total future minimum lease payments $ 9,841 |
Schedule of Future Minimum Payments Under Capital Leases | As of December 31, 2020, the future minimum payments under the capital leases were as follows (in thousands): Year ending December 31, Minimum Capital Lease Payments 2021 $ 324 2022 47 2023 and thereafter — Total minimum lease payments 371 Less amounts representing interest (13 ) Present value of minimum capital lease payments 358 Less current portion of capital lease obligations (312 ) Capital lease obligations, net of current portion $ 46 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders Equity Note [Abstract] | |
Schedule of Preferred Stock Shares Authorized, Shares Issued and Outstanding, Per Share Price and Liquidation Preference | Preferred stock outstanding as of December 31, 2019 consisted of the following (in thousands, except share and per share data): December 31, 2019 Shares Authorized Shares Issued and Outstanding Per Share Price at Issuance Aggregate Liquidation Preference Series A 4,120,000 4,120,000 $ 0.48543 $ 2,000 Series B 126,035,000 101,867,405 2.25000 229,202 Total preferred stock 130,155,000 105,987,405 $ 231,202 |
Schedule of Reserved Shares of Common Stock, On An As-if-converted Basis, for Future Issuance | Common Stock Reserved for Future Issuance The Company reserved shares of common stock, on an as-if-converted basis, for future issuance as follows: December 31, 2020 December 31, 2019 Outstanding stock options to purchase common stock 4,268,945 2,561,866 Restricted stock units outstanding 1,468,765 322,608 Available for future issuance under equity incentive plan 2,938,616 — Common stock warrant 400,160 — Common stock issuable upon conversion of convertible notes 51,529,036 — Series A Preferred Stock — 13,213,254 Series B Preferred Stock — 16,488,731 Series B Preferred Stock Purchase Warrant — 359,699 Total 60,605,522 32,946,158 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity under Plans | The following table summarizes s tock option activity under the 2012 Plan, the 2015 Plan, and the 2018 Third Amended Plan during the year ended December 31, 2020 (in thousands, except share and per share data): Stock Options Outstanding Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance at December 31, 2019 2,561,866 $ 9.01 Options granted 2,652,102 8.22 Options exercised (543,218 ) 1.15 Options forfeited/cancelled (401,805 ) 11.24 Balance at December 31, 2020 4,268,945 $ 8.14 7.74 $ 2,527 Vested and expected to vest at December 31, 2020 4,268,945 $ 8.14 7.74 $ 2,527 Vested and exercisable at December 31, 2020 1,748,573 $ 8.18 5.40 $ 1,708 |
Summary of Assumptions used to Determine Fair Value of Stock Options Granted | The following table sets forth the assumptions used to determine the fair value of stock options granted during the years ended December 31, 2020 and 2019: Year ended December 31, 2020 2019 Risk-free interest rate 0.4% - 1.7% 1.4% - 2.4% Expected volatility 57.0% - 71.0% 57.0% - 71.0% Expected dividend yield — — Expected life (years) 4.0 - 6.3 years 6.25 years |
Summary of Restricted Stock Units Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2020: Number of Shares Weighted- Average Grant Date Fair Value Balance at December 31, 2019 323,671 $ 15.19 Granted 1,389,919 8.10 Vested (140,422 ) 14.93 Forfeited/cancelled (104,403 ) 12.06 Balance at December 31, 2020 1,468,765 $ 8.73 |
Schedule of Stock-based Compensation Expense | The stock-based compensation expense related to stock options, RSUs and the ESPP is included in the accompanying consolidated statements of operations as follows (in thousands): Year Ended December 31, 2020 2019 Cost of sales $ 867 $ 207 Research and development 2,804 851 Selling and marketing 1,633 501 General and administrative 5,364 816 Total stock-based compensation expense $ 10,668 $ 2,375 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Taxes | The provision for income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 Current provision: Federal $ (37,697 ) $ (638 ) State 82 (104 ) (37,615 ) (742 ) Deferred expense: Federal 22 36 State 61 — 83 36 Net income tax provision $ (37,532 ) $ (706 ) |
Summary of Components of Income Tax Expense | The components of income tax expense relate to the following (in thousands): Year Ended December 31, 2020 2019 Income tax benefit at U.S. federal statutory rate $ (48,313 ) $ (31,236 ) State income tax benefit, net of federal benefit (5,469 ) (4,538 ) NOL carryback and other true ups (15,517 ) — Government litigation settlements 4,611 — Federal research and development credit (3,573 ) (3,232 ) Convertible debt 740 — Stock-based compensation 84 (87 ) Meals and entertainment — 367 Change in valuation allowance 29,845 38,514 Other 60 (494 ) Total income tax expense $ (37,532 ) $ (706 ) |
Summary of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to portions of the deferred tax assets and deferred tax liabilities as of December 31, 2020 and 2019 are presented below (in thousands): December 31, 2020 December 31, 2019 Deferred tax assets: Net operating losses and carryforwards $ 87,329 $ 51,768 Reserves 7,211 17,287 Intangible assets 3,878 3,982 Accrued expenses 1,816 3,025 Stock-based compensation 2,289 194 Convertible debt 3,290 — Total deferred tax assets 105,813 76,256 Deferred tax liabilities: Fixed assets (1,698 ) (1,705 ) Prepaid expenses (1,146 ) (138 ) Goodwill (402 ) (205 ) Adoption of ASC 606 (2,824 ) (4,227 ) Total deferred tax liabilities (6,070 ) (6,275 ) Net deferred tax assets 99,743 69,981 Less: valuation allowance (99,862 ) (70,017 ) Net deferred tax assets (liabilities) $ (119 ) $ (36 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share | The table below provides potentially dilutive securities in equivalent common shares not included in the Company’s calculation of diluted loss per share because to do so would be antidilutive: Year Ended December 31, 2020 2019 Stock options to purchase common stock 4,268,945 2,561,866 Restricted stock units 1,468,765 322,608 Common stock warrant 400,160 — Stock issuable upon conversion of convertible notes 51,529,036 — Series A Preferred Stock — 13,213,254 Series B Preferred Stock — 16,488,731 Series B Preferred Stock Purchase Warrant — 359,699 Total 57,666,906 32,946,158 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | The following tables present selected quarterly financial data for the years presented, in thousands, except per share data: Three Months Ended 2020 December 31, September 30, June 30, March 31, Revenues $ 14,276 $ 25,943 $ 17,266 $ 16,828 Loss from operations (51,371 ) (44,571 ) (46,720 ) (52,526 ) Net loss (75,528 ) (47,065 ) (52,783 ) (17,152 ) Net loss attributable to common stockholders (75,528 ) (47,065 ) (53,051 ) (17,152 ) Net loss per share, basic and diluted (1.53 ) (1.01 ) (6.11 ) (3.43 ) 2019 Revenues $ 20,476 $ 18,772 $ 57,230 $ 47,507 Loss from operations (48,973 ) (54,841 ) (14,298 ) (22,007 ) Net loss (50,476 ) (57,133 ) (16,409 ) (24,019 ) Net loss attributable to common stockholders (86,840 ) (97,907 ) (16,409 ) (27,671 ) Net loss per share, basic and diluted (17.46 ) (19.85 ) (3.34 ) (5.88 ) |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 23, 2020USD ($)$ / sharesshares | Jun. 18, 2020USD ($)$ / sharesshares | Jun. 10, 2020 | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | May 08, 2020$ / shares |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Description of stock split | On June 10, 2020, the Company amended its certificate of incorporation to reflect a one-for-6.178 reverse stock split of the Company’s common stock. | ||||||||||||||
Stock split conversion ratio | 0.162 | ||||||||||||||
Proceeds from issuance of common stock, net | $ 116,435 | $ 551 | |||||||||||||
Cash and cash equivalents | $ 92,076 | $ 92,076 | $ 33,042 | 92,076 | 33,042 | ||||||||||
Accumulated deficit | (541,274) | (541,274) | (348,478) | (541,274) | (348,478) | ||||||||||
Net loss | (75,528) | $ (47,065) | $ (52,783) | $ (17,152) | $ (50,476) | $ (57,133) | $ (16,409) | $ (24,019) | (192,528) | (148,037) | |||||
Cash used in operating activities | (165,744) | $ (106,124) | |||||||||||||
Mortgages | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Outstanding balance | $ 3,100 | 3,100 | $ 3,100 | ||||||||||||
7.25% Convertible Senior Notes due 2025 | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Debt instrument, issuance date | Dec. 7, 2020 | Dec. 31, 2020 | |||||||||||||
Principal amount | $ 168,500 | $ 168,500 | $ 168,500 | ||||||||||||
Debt instrument, annual interest rate | 7.25% | 7.25% | 7.25% | ||||||||||||
Outstanding balance | $ 78,500 | $ 78,500 | $ 78,500 | ||||||||||||
IPO | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Share issued price per share | $ / shares | $ 15 | ||||||||||||||
IPO | Common Stock | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Common stock issued and sold | shares | 6,666,667 | 6,666,667 | |||||||||||||
Share issued price per share | $ / shares | $ 15 | $ 15 | |||||||||||||
Proceeds from issuance of common stock, net | $ 88,700 | $ 88,700 | |||||||||||||
Underwritten Public Offering | Common Stock | |||||||||||||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||||||||||||||
Common stock issued and sold | shares | 8,792,047 | ||||||||||||||
Share issued price per share | $ / shares | $ 3.27 | $ 3.27 | $ 3.27 | ||||||||||||
Proceeds from issuance of common stock, net | $ 26,900 | $ 26,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2020USD ($)Segment | Dec. 31, 2019USD ($) | Mar. 31, 2020 | Jan. 01, 2019USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Number of operating segment | Segment | 1 | |||
Minimum Contractual maturities period of investment | 12 months | |||
Inventory write-downs | $ 143,000 | $ 535,000 | ||
Impairment of goodwill | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | ||
Impairment of long-lived assets | 0 | 0 | ||
Advertising expense | $ 1,600,000 | 2,200,000 | ||
Vesting period of stock options | 4 years | |||
Expected dividend yield | 0.00% | |||
Minimum percentage of Recognized income tax positions | 50.00% | |||
Other comprehensive income or loss | $ 0 | |||
Accumulated deficit | $ (541,274,000) | $ (348,478,000) | ||
Adoption of ASC 606 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2019 | |||
Accumulated deficit | $ 23,700,000 | |||
Accounting Standards Update 2018-07 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Accounting Standards Update 2019-12 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, adoption date | Mar. 31, 2020 | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Change in accounting principle, accounting standards update, early adoption [true false] | true | |||
Accounting Standards Update 2017-04 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | true | |||
Change in accounting principle, accounting standards update, immaterial effect [true false] | true | |||
Accounting Standards Update 2016-02 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | false | |||
Accounting Standards Update 2016-13 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | false | |||
Accounting Standards Update 2020-06 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted [true false] | false | |||
Maximum | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Amortization period | 1 year |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Accounts Receivable Balances and Revenues as Percentage of Total Accounts Receivable Balances and Revenues (Details) - Customer Concentration Risk | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Blue Shield of Texas | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 17.80% | |
Blue Shield of Texas | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 35.60% | 21.30% |
Government Health Benefits Programs | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 26.20% | 16.70% |
Government Health Benefits Programs | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 3.70% | |
Aetna | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 4.00% | 6.00% |
Aetna | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 11.00% | 9.20% |
Cigna | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 2.60% | |
Cigna | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 7.60% | 4.50% |
United Healthcare | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 6.60% | 31.50% |
United Healthcare | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | 6.70% | 30.80% |
Anthem | Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Percentage of accounts receivable | 3.50% | |
Anthem | Revenue | ||
Concentration Risk [Line Items] | ||
Percentage of revenues | (6.70%) | 6.10% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Estimated Useful Life of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Computer and Software | |
Concentration Risk [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Laboratory Equipment | |
Concentration Risk [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Furniture, Fixtures, and Office Equipment | |
Concentration Risk [Line Items] | |
Estimated useful life of property and equipment | 8 years |
Building | |
Concentration Risk [Line Items] | |
Estimated useful life of property and equipment | 15 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Amortization Periods for Acquired Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Trade Names | |
Concentration Risk [Line Items] | |
Useful life of intangible assets | 10 years |
Payor Relationships | |
Concentration Risk [Line Items] | |
Useful life of intangible assets | 10 years |
Noncompete Agreements | |
Concentration Risk [Line Items] | |
Useful life of intangible assets | 6 years |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 05, 2018 | |
Variable Interest Entity [Line Items] | |||||
Liabilities | $ 261,434,000 | $ 185,601,000 | |||
Remaining settlement obligation of mortgage loan | 3,000,000 | ||||
Cigna Settlement Obligation | |||||
Variable Interest Entity [Line Items] | |||||
Settlement of obligations guaranteed | $ 12,000,000 | ||||
Avero | |||||
Variable Interest Entity [Line Items] | |||||
Term of agreement | 10 years | ||||
Liabilities | 10,391,000 | 10,562,000 | |||
Mortgage payable | 1,700,000 | 1,900,000 | |||
Avero | Recourse | |||||
Variable Interest Entity [Line Items] | |||||
Liabilities | 0 | 0 | |||
Avero | Cigna Settlement Obligation | |||||
Variable Interest Entity [Line Items] | |||||
Litigation settlement amount agreed to pay to other party | $ 12,000,000 | ||||
Litigation settlement upfront payment | 6,000,000 | ||||
Remaining settlement amount | $ 6,000,000 | ||||
Financial support for obligation settlement | $ 3,000,000 | $ 3,000,000 |
Variable Interest Entity - Sche
Variable Interest Entity - Schedule of Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Cash and cash equivalents | $ 92,076 | $ 33,042 |
Accounts receivable, net | 12,682 | 22,189 |
Inventory | 12,219 | 10,937 |
Prepaid expenses and other current assets | 9,361 | 7,846 |
Property and equipment, net | 17,842 | 15,891 |
Other assets | 198 | 198 |
Goodwill | 6,219 | 6,219 |
Other intangible assets, net | 3,843 | 4,771 |
Total assets | 154,440 | 101,727 |
Liabilities of Avero | ||
Accounts payable | 17,410 | 15,754 |
Current portion of capital lease obligations | 312 | 727 |
Current portion of mortgage payable | 271 | 241 |
Capital lease obligations, net of current portion | 46 | 358 |
Mortgage payable, net of current portion | 2,795 | 3,081 |
Other long-term liabilities | 8,667 | 12,859 |
Total liabilities | 261,434 | 185,601 |
Avero | ||
Assets | ||
Cash and cash equivalents | 556 | 1,837 |
Accounts receivable, net | 6,047 | 4,269 |
Inventory | 3,382 | 2,572 |
Prepaid expenses and other current assets | 1,254 | 1,181 |
Property and equipment, net | 5,436 | 5,586 |
Other assets | 30 | 30 |
Goodwill | 6,219 | 6,219 |
Other intangible assets, net | 3,843 | 4,771 |
Total assets | 26,767 | 26,465 |
Liabilities of Avero | ||
Accounts payable | 4,722 | 2,450 |
Accrued expenses and other accrued liabilities | 3,472 | 5,630 |
Current portion of capital lease obligations | 46 | 59 |
Current portion of mortgage payable | 199 | 173 |
Capital lease obligations, net of current portion | 4 | 50 |
Mortgage payable, net of current portion | 1,520 | 1,733 |
Other long-term liabilities | 428 | 467 |
Total liabilities | $ 10,391 | $ 10,562 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Millions | Dec. 03, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue From Contract With Customer [Abstract] | ||||
Amount of reimbursement overpayment received from government payors | $ 10.3 | $ 10.3 | ||
Accrued refunds to government payors | $ 10.3 | |||
Performance obligations resulted in increase (decrease) of revenue | $ (26.9) | $ (16) |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenues by Payor (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues | $ 14,276 | $ 25,943 | $ 17,266 | $ 16,828 | $ 20,476 | $ 18,772 | $ 57,230 | $ 47,507 | $ 74,313 | $ 143,985 |
Commercial Third-party Payors | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues | 64,433 | 139,051 | ||||||||
Government Health Benefit Programs | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues | 2,731 | 195 | ||||||||
Patient/Laboratory Distribution Partners | ||||||||||
Disaggregation of Revenue [Line Items] | ||||||||||
Total revenues | $ 7,149 | $ 4,739 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Prepaid expenses | $ 9,116 | $ 6,476 |
Other current assets | 245 | 1,370 |
Total | $ 9,361 | $ 7,846 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 37,288 | $ 33,201 |
Less accumulated depreciation and amortization | (19,446) | (17,310) |
Property and equipment, net | 17,842 | 15,891 |
Computers and Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14,591 | 13,913 |
Building and Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 9,458 | 9,491 |
Laboratory Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 7,678 | 5,580 |
Furniture, Fixtures, and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,686 | 1,633 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,784 | 1,493 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,091 | $ 1,091 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Capital Leases Included in Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Capital leases | $ 2,467 | $ 3,692 |
Less accumulated depreciation and amortization | (1,954) | (2,239) |
Capital leases included in property and equipment, net | $ 513 | $ 1,453 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Depreciation expense | $ 4.1 | $ 3.7 |
Amortization expense of intangible assets | $ 0.9 | $ 0.9 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 9,024 | $ 9,024 |
Accumulated amortization | (5,181) | (4,253) |
Net | 3,843 | 4,771 |
Payor Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,230 | 7,230 |
Accumulated amortization | (4,037) | (3,314) |
Net | 3,193 | 3,916 |
Trade Names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,410 | 1,410 |
Accumulated amortization | (787) | (646) |
Net | 623 | 764 |
Noncompete Agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 384 | 384 |
Accumulated amortization | (357) | (293) |
Net | $ 27 | $ 91 |
Balance Sheet Components - Su_5
Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
2021 | $ 891 | |
2022 | 864 | |
2023 | 864 | |
2024 | 864 | |
2025 | 360 | |
Net | $ 3,843 | $ 4,771 |
Balance Sheet Components - Su_6
Balance Sheet Components - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrual for reimbursement claims and settlements, current | $ 30,487 | $ 60,386 |
Commissions and bonuses | 4,619 | 6,357 |
Vacation and payroll benefits | 8,896 | 5,506 |
Accrued professional services | 3,385 | 5,322 |
Contract liabilities | 378 | |
Other | 6,912 | 6,044 |
Total | $ 54,677 | $ 83,615 |
Balance Sheet Components - Su_7
Balance Sheet Components - Summary of Other Long-term Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrual for reimbursement claims and settlements, net of current portion | $ 7,053 | $ 12,205 |
Other | 1,614 | 654 |
Total | $ 8,667 | $ 12,859 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Quoted Prices for Identical Assets (Level 1) | Money Market Funds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 90,254 | $ 24,432 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Embedded derivative liability | $ 18,370 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Transfer of assets from level 1 to level 2 | $ 0 | $ 0 | ||
Transfer of assets from level 2 to level 1 | $ 0 | $ 0 | ||
Carrying value of convertible notes, net of discount | $ 158,886,000 | |||
Fair value of convertible notes | $ 250,200,000 | |||
2017 Term Loan | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Carrying value of term loan | $ 75,000,000 | |||
Fair value of term loan | $ 79,800,000 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)Day$ / shares | Dec. 31, 2019USD ($) | Dec. 07, 2020USD ($) | |
Debt Instrument [Line Items] | ||||
Embedded derivative liability | $ 4,600,000 | |||
Derivative liabilities fair value | $ 18,400,000 | $ 18,400,000 | ||
Derivative liability related to debt discount | $ 9,700,000 | |||
Issuance costs | 9,700,000 | 9,700,000 | ||
Unamortized discount | 9,600,000 | 9,600,000 | $ 6,034,000 | |
Amortization of debt discount | 3,656,000 | $ 1,670,000 | ||
Interest Expense | ||||
Debt Instrument [Line Items] | ||||
Amortization of debt discount | 100,000 | |||
7.25% Convertible Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Principal amount | $ 168,500,000 | $ 168,500,000 | ||
Debt instrument, annual interest rate | 7.25% | 7.25% | ||
Debt instrument, issuance date | Dec. 7, 2020 | Dec. 31, 2020 | ||
Debt instrument, frequency of periodic payment | semi-annually | |||
Debt instrument due date | Dec. 1, 2025 | |||
Debt instrument, initial payment date | Jun. 1, 2021 | |||
Debt instrument, convertible, initial conversion rate per $1,000 principal amount of convertible notes | 278.0094 | |||
Debt instrument convertible initial conversion price | $ / shares | $ 3.60 | $ 3.60 | ||
Debt instrument, redemption period, start date | Dec. 1, 2023 | |||
Debt instrument, convertible, threshold percentage of stock price trigger | 130.00% | |||
Debt instrument, convertible, threshold trading days | Day | 20 | |||
Debt instrument, convertible, threshold consecutive trading days | Day | 30 | |||
Events of default, description | The Convertible Notes have customary provision relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Company or any of its subsidiaries with respect to indebtedness for borrowed money of at least $7,500,000; (vi) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $7,500,000, where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. | |||
Debt instrument, effective interest rate | 8.70% | 8.70% | ||
7.25% Convertible Senior Notes due 2025 | Minimum | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, debt default, amount | $ 7,500,000 | $ 7,500,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Dec. 07, 2020 | May 08, 2020 | Oct. 27, 2017 | Dec. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 23, 2020 | Jun. 18, 2020 | Apr. 03, 2020 | Mar. 31, 2020 | Feb. 29, 2020 |
Related Party Transaction [Line Items] | |||||||||||||
Interest expense | $ 9,984,000 | $ 9,199,000 | |||||||||||
Debt discount amortization | 3,656,000 | $ 1,670,000 | |||||||||||
Derivative liabilities fair value | $ 18,400,000 | 18,400,000 | |||||||||||
Change in fair value of derivative liability | (13,860,000) | ||||||||||||
Loss on extinguishment of debt | 10,952,000 | ||||||||||||
Unsecured Convertible Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument due date | May 8, 2022 | ||||||||||||
Debt discount amortization | $ 200,000 | ||||||||||||
Principal amount | $ 15,000,000 | ||||||||||||
Debt instrument, annual interest rate | 8.00% | ||||||||||||
Conversion price percentage on IPO price | 80.00% | ||||||||||||
Percentage of premium on aggregate principal amount | 50.00% | ||||||||||||
Derivative liabilities fair value | $ 3,600,000 | $ 3,800,000 | $ 3,800,000 | ||||||||||
Fair value of common shares issued | 3,400,000 | ||||||||||||
Unsecured Convertible Promissory Note | Interest and Other Income (Expense), Net | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Change in fair value of derivative liability | $ 200,000 | ||||||||||||
Loss on extinguishment of debt | $ 3,600,000 | ||||||||||||
IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of common stock | 3,333,333 | ||||||||||||
Shares issued, price per share | $ 15 | ||||||||||||
IPO | Unsecured Convertible Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares on debt conversion | 1,250,000 | ||||||||||||
Series B Preferred Stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Preferred stock, shares issued | 0 | 0 | 101,867,405 | 4,444,444 | 5,066,666 | ||||||||
Shares issued, price per share | $ 2.25 | ||||||||||||
Series B Preferred Stock | Unsecured Convertible Promissory Note | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument convertible initial conversion price | $ 13.90 | ||||||||||||
Percentage of price per share | 80.00% | ||||||||||||
Common Stock | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Issuance of common stock | 6,666,667 | ||||||||||||
Shares issued, price per share | $ 15 | $ 15 | |||||||||||
Common Stock | Series B Preferred Stock Purchase Warrant | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Warrants exercisable | 400,160 | ||||||||||||
2017 Term Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Term loan | $ 75,000,000 | ||||||||||||
Principal amount | $ 103,500,000 | $ 103,500,000 | |||||||||||
Loss on extinguishment of debt | 7,600,000 | ||||||||||||
Exchanged for principal amount of convertible notes | $ 78,500,000 | ||||||||||||
Acquired additional principal amount | 25,000,000 | 25,000,000 | |||||||||||
Accrued interest expense | $ 500,000 | $ 500,000 | |||||||||||
2017 Term Loan | Common Stock | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Shares issued, price per share | $ 3.27 | $ 3.27 | |||||||||||
Common stock issued underwritten public offering price acquired | 4,128,440 | ||||||||||||
Gross proceeds from issuance of common stock underwritten public offering price | $ 13,200,000 | ||||||||||||
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm | 2017 Term Loan | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt instrument, interest rate per annum | 9.50% | ||||||||||||
Debt instrument due date | Oct. 27, 2022 | ||||||||||||
Debt instrument, covenant description | The 2017 Term Loan contained customary covenants, including a requirement to maintain a minimum unrestricted cash balance at all times of at least $5.0 million and was secured by all tangible and intangible property and assets of the Company, with the exception of its intellectual property. | ||||||||||||
Term loan | 75,000,000 | ||||||||||||
Unamortized discount and issuance costs | 6,000,000 | ||||||||||||
Interest expense | $ 7,500,000 | 8,900,000 | |||||||||||
Debt discount amortization | $ 2,100,000 | $ 1,700,000 | |||||||||||
Credit and Security Agreement and Series B Convertible Preferred Stock Purchase Agreement with Private Equity Firm | 2017 Term Loan | Minimum | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Unrestricted cash | $ 5,000,000 | ||||||||||||
Subscription Agreement with Lender | Series B Preferred Stock | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Preferred stock, shares issued | 967,130 | ||||||||||||
Shares issued, price per share | $ 2.25 |
Mortgages Payable - Additional
Mortgages Payable - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2014 | |
Comerica Bank | |||
Debt Instrument [Line Items] | |||
Mortgages Payable | $ 1.8 | ||
Outstanding balance | $ 1.3 | $ 1.4 | |
Mortgage maturity year | 2024 | ||
Comerica Bank | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Interest rate | 2.94% | ||
American Bank of Commerce | |||
Debt Instrument [Line Items] | |||
Outstanding balance | $ 1.7 | $ 1.9 | |
Interest rate | 3.25% | ||
Mortgage maturity year | 2029 |
Mortgages Payable - Schedule of
Mortgages Payable - Schedule of Minimum Principal Payments (Details) - Mortgages $ in Thousands | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
2021 | $ 271 |
2022 | 281 |
2023 | 292 |
2024 | 1,338 |
2025 | 884 |
Total future minimum payments | 3,066 |
Less current portion of mortgages payable | (271) |
Mortgages payable, net of current portion | $ 2,795 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Dec. 22, 2020Case | Dec. 03, 2020USD ($)Case | Nov. 16, 2020USD ($) | Jul. 23, 2020USD ($) | Jul. 21, 2020USD ($)State | Dec. 05, 2018USD ($) | Oct. 18, 2018USD ($) | Jun. 25, 2018USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 02, 2020USD ($) | Oct. 01, 2020USD ($) |
Commitment And Contingencies [Line Items] | |||||||||||||||
Rent expense for operating leases | $ 7,600,000 | $ 8,900,000 | |||||||||||||
Weighted average imputed interest rate | 5.98% | 5.98% | |||||||||||||
Number of states participating in settlement | State | 45 | ||||||||||||||
Contractual obligation | $ 13,200,000 | $ 13,200,000 | $ 8,700,000 | $ 13,200,000 | |||||||||||
Contractual obligation in December 2021 | 1,400,000 | ||||||||||||||
Contractual obligation in December 2022 | 1,900,000 | ||||||||||||||
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act | $ 5,000,000 | ||||||||||||||
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act | 65.00% | ||||||||||||||
Income tax discrete benefit related to net operating loss, CARES Act | 37,700,000 | ||||||||||||||
Contractual obligation tax benefits | 37,700,000 | ||||||||||||||
Percentage of contractual obligation initial payments | 17.00% | ||||||||||||||
Contractual obligation in December 2020 | 9,700,000 | ||||||||||||||
Contractual obligation in December 2023 | $ 200,000 | ||||||||||||||
Accrual settlement amount | $ 13,200,000 | $ 35,800,000 | |||||||||||||
Aggregate amount of historical payments | $ 27,400,000 | ||||||||||||||
Number of actions pending | Case | 2 | 2 | |||||||||||||
Amount of reimbursement overpayment received from government payors | $ 10,300,000 | $ 10,300,000 | |||||||||||||
Accrued Expenses And Other Current Liabilities | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Remaining accrual balance | 5,000,000 | 5,000,000 | |||||||||||||
Other Long Term Liabilities | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Remaining accrual balance | 7,100,000 | 7,100,000 | |||||||||||||
Cigna Settlement Obligation | Avero | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Litigation settlement agreement date | December 5, 2018 | ||||||||||||||
Litigation settlement amount agreed to pay to other party | $ 12,000,000 | ||||||||||||||
Litigation settlement upfront payment | 6,000,000 | ||||||||||||||
Remaining settlement amount | 6,000,000 | ||||||||||||||
Litigation settlement reduction of revenue | $ 12,000,000 | ||||||||||||||
Aetna Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Litigation settlement agreement date | November 2019 | ||||||||||||||
Litigation settlement amount agreed to pay to other party | $ 15,000,000 | ||||||||||||||
Litigation settlement reduction of revenue | $ 15,000,000 | ||||||||||||||
Aetna Settlement Agreement | Accrued Expenses And Other Current Liabilities | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Remaining accrual balance | 2,500,000 | 2,500,000 | |||||||||||||
United Health Group Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Litigation settlement agreement date | September 30, 2019 | ||||||||||||||
Litigation settlement amount agreed to pay to other party | $ 30,000,000 | ||||||||||||||
Litigation settlement upfront payment | 2,000,000 | ||||||||||||||
Litigation settlement amount for first two installments | 5,000,000 | ||||||||||||||
Litigation settlement amount for remaining installments | $ 6,000,000 | ||||||||||||||
United Health Group Settlement Agreement | Accrued Expenses And Other Current Liabilities | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Remaining accrual balance | 12,000,000 | 12,000,000 | |||||||||||||
SDNY Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Contractual obligation | $ 19,400,000 | ||||||||||||||
Initial payment amount | 14,700,000 | 14,700,000 | |||||||||||||
Contractual obligation in December 2021 | 2,000,000 | ||||||||||||||
Contractual obligation in December 2022 | $ 2,800,000 | ||||||||||||||
Interest rate | 1.25% | ||||||||||||||
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act | 26.00% | ||||||||||||||
Maximum acceleration amount | $ 4,100,000 | ||||||||||||||
Income tax discrete benefit related to net operating loss, CARES Act | 37,700,000 | ||||||||||||||
Accelerated payments | 4,100,000 | 4,100,000 | |||||||||||||
SDNY Civil Settlement Agreement | U.S. Federal Government | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Contractual obligation | 9,700,000 | ||||||||||||||
SDCA Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Contractual obligation | $ 16,400,000 | ||||||||||||||
Initial payment amount | 12,500,000 | 12,500,000 | |||||||||||||
Contractual obligation in December 2021 | 1,700,000 | ||||||||||||||
Contractual obligation in December 2022 | $ 2,200,000 | ||||||||||||||
Interest rate | 1.25% | ||||||||||||||
Income taxes percentage of payments related to civil settlement damages awards and tax refund, CARES Act | 22.00% | ||||||||||||||
Maximum acceleration amount | $ 3,400,000 | ||||||||||||||
Income tax discrete benefit related to net operating loss, CARES Act | 37,700,000 | ||||||||||||||
Accelerated payments | $ 3,400,000 | $ 3,400,000 | |||||||||||||
SDCA Civil Settlement Agreement | U.S. Federal Government | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Contractual obligation | $ 10,000,000 | ||||||||||||||
Non-Prosecution Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Maximum extension of term of agreement | 24 months | ||||||||||||||
Minimum | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Noncancelable operating lease term | 2 years | 2 years | |||||||||||||
Negotiated settlement payment period | 1 year | ||||||||||||||
Minimum | SDNY Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act | $ 5,000,000 | ||||||||||||||
Minimum | SDCA Civil Settlement Agreement | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Income taxes civil settlement damages awards and tax refund amount in single year, CARES Act | $ 5,000,000 | ||||||||||||||
Maximum | |||||||||||||||
Commitment And Contingencies [Line Items] | |||||||||||||||
Noncancelable operating lease term | 4 years | 4 years | |||||||||||||
Negotiated settlement payment period | 2 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Net Minimum Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 5,750 |
2022 | 3,017 |
2023 | 1,036 |
2024 | 38 |
Total future minimum lease payments | $ 9,841 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments Under Capital Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 324 |
2022 | 47 |
Total minimum lease payments | 371 |
Less amounts representing interest | (13) |
Present value of minimum capital lease payments | 358 |
Less current portion of capital lease obligations | (312) |
Capital lease obligations, net of current portion | $ 46 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 23, 2020USD ($)$ / sharesshares | Jun. 18, 2020USD ($)$ / sharesshares | Jun. 10, 2020 | Apr. 03, 2020USD ($)$ / sharesshares | Dec. 19, 2019USD ($)$ / sharesshares | Nov. 22, 2019USD ($)$ / sharesshares | Nov. 12, 2019USD ($)$ / sharesshares | Aug. 27, 2019USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Jun. 30, 2014USD ($)Appraisalshares | Dec. 31, 2020USD ($)Vote$ / sharesshares | Dec. 31, 2019USD ($)shares | May 08, 2020$ / shares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2018shares | Oct. 27, 2017shares |
Class Of Stock [Line Items] | |||||||||||||||||
Common stock authorized to issue | 350,000,000 | 350,000,000 | 300,000,000 | ||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 130,155,000 | ||||||||||||||
Number of vote per share of common stock held | Vote | 1 | ||||||||||||||||
Proceeds from issuance of common stock, net | $ | $ 116,435 | $ 551 | |||||||||||||||
Deferred offering costs | $ | $ 1,100 | ||||||||||||||||
Stock repurchased during period | 3,515,028 | 3,515,028 | 3,474,572 | ||||||||||||||
Stock value repurchased during period | $ | $ 18,771 | $ 18,771 | $ 18,771 | ||||||||||||||
Stock split | 0.162 | ||||||||||||||||
Accumulated deficit | $ | $ 541,274 | 541,274 | 348,478 | ||||||||||||||
Amount received in exchange for issuance of shares of preferred stock | $ | $ 21,307 | 79,039 | |||||||||||||||
August 2019 Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock dividends, shares | 4,017,512 | ||||||||||||||||
Increase in accumulated deficit | $ | 13,100 | ||||||||||||||||
Exchange Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Exchange ratio of shares | 3.20% | ||||||||||||||||
Accumulated deficit | $ | 27,600 | ||||||||||||||||
November Series B Preferred Stock Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Increase in accumulated deficit | $ | $ 36,400 | ||||||||||||||||
Series B Preferred Stock Purchase Warrant | August 2019 Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 9,090,910 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.75 | ||||||||||||||||
Consideration paid | $ | $ 25,000 | ||||||||||||||||
Amended underlying preferred stock purchase warrant | 1,416,431 | 1,818,182 | |||||||||||||||
Series B Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 0 | 0 | 126,035,000 | ||||||||||||||
Preferred stock, shares issued | 4,444,444 | 0 | 5,066,666 | 0 | 101,867,405 | ||||||||||||
Shares issued, price per share | $ / shares | $ 2.25 | ||||||||||||||||
Consideration paid | $ | $ 102 | ||||||||||||||||
Amount received in exchange for issuance of shares of preferred stock | $ | $ 10,000 | $ 11,400 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 2.25 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 101,867,405 | ||||||||||||||
Series B Preferred Stock | August 2019 Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock split | 1.28 | ||||||||||||||||
Stock split, description | 1.28-for-1 | ||||||||||||||||
Series B Preferred Stock | Exchange Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of shares issued on conversion/exchange | 35,664,240 | ||||||||||||||||
Series B Preferred Stock | November Series B Preferred Stock Purchase Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 11,111,111 | ||||||||||||||||
Amount received in exchange for issuance of shares of preferred stock | $ | $ 25,000 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.25 | ||||||||||||||||
Additional shares of preferred stock issued | 13,985,993 | ||||||||||||||||
Series B Preferred Stock | November Series B Preferred Stock Purchase Agreement | Series B Preferred Stock Purchase Warrant Issued and Outstanding | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Stock split | 1.22 | ||||||||||||||||
Stock split, description | 1.22-for-1 | ||||||||||||||||
Conversion price and exercise price of preferred stock and preferred stock purchase warrants | $ / shares | $ 2.75 | ||||||||||||||||
Reduction in conversion price and exercise price of preferred stock and preferred stock purchase warrants | $ / shares | $ 2.25 | ||||||||||||||||
Adjusted preferred stock purchase warrant to purchase shares of preferred stock | 2,222,222 | ||||||||||||||||
Series B Preferred Stock | Additional Equity Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 11,111,111 | 2,722,222 | |||||||||||||||
Amount received in exchange for issuance of shares of preferred stock | $ | $ 25,000 | $ 6,100 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 2.25 | $ 2.25 | |||||||||||||||
Series B Preferred Stock | Credit Agreement Amendment | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares issued | 967,130 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 2.25 | ||||||||||||||||
Series A-1 Preferred Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Preferred stock, shares authorized | 0 | ||||||||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||||||||
Series A-1 Preferred Stock | Exchange Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Shares outstanding | 1,500,000 | ||||||||||||||||
Exchange ratio of shares | 1.20% | ||||||||||||||||
Minimum | August 2019 Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Convertible conversion and exercise price | $ / shares | $ 2.75 | $ 2.75 | |||||||||||||||
Maximum | August 2019 Financing | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Convertible conversion and exercise price | $ / shares | $ 3.53 | $ 3.53 | |||||||||||||||
Repurchase Program | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Percentage of equity interest repurchased by certain employee | 25.00% | ||||||||||||||||
Stock repurchased during period | 800,000 | ||||||||||||||||
Stock value repurchased during period | $ | $ 6,000 | ||||||||||||||||
Repurchase Program | Minimum | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Reasonable period of time to hold the shares under the program | 6 months | ||||||||||||||||
Number of common stock appraisal valuations covered | Appraisal | 2 | ||||||||||||||||
Common Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Shares outstanding | 59,287,331 | 59,287,331 | 8,451,415 | 8,112,581 | |||||||||||||
Number of shares issued on conversion/exchange | 33,443,562 | 1,250,000 | |||||||||||||||
Number of shares issued to an adjustment in the conversion rate | 2,045,522 | ||||||||||||||||
Common Stock | Exchange Agreement | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Number of shares issued on conversion/exchange | 4,810,651 | ||||||||||||||||
IPO | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Shares issued, price per share | $ / shares | $ 15 | ||||||||||||||||
IPO | Common Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Common stock issued and sold | 6,666,667 | 6,666,667 | |||||||||||||||
Shares issued, price per share | $ / shares | $ 15 | $ 15 | |||||||||||||||
Proceeds from issuance of common stock, net | $ | $ 88,700 | $ 88,700 | |||||||||||||||
Underwriting discounts and commissions | $ | 7,000 | ||||||||||||||||
Other offering expenses | $ | $ 4,300 | ||||||||||||||||
IPO | Common Stock | Series B Preferred Stock Purchase Warrant | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Adjusted preferred stock purchase warrant to purchase shares of preferred stock | 400,160 | ||||||||||||||||
Underwritten Public Offering | Common Stock | |||||||||||||||||
Class Of Stock [Line Items] | |||||||||||||||||
Common stock issued and sold | 8,792,047 | ||||||||||||||||
Shares issued, price per share | $ / shares | $ 3.27 | $ 3.27 | |||||||||||||||
Proceeds from issuance of common stock, net | $ | $ 26,900 | $ 26,900 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Preferred Stock Shares Authorized, Shares Issued and Outstanding, Per Share Price and Liquidation Preference (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Shares Authorized | 10,000,000 | 130,155,000 |
Shares Issued and Outstanding | 105,987,405 | |
Aggregate Liquidation Preference | $ 231,202 | |
Series A | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 0 | 4,120,000 |
Shares Issued and Outstanding | 4,120,000 | |
Per Share Price at Issuance | $ 0.48543 | |
Aggregate Liquidation Preference | $ 2,000 | |
Series B | ||
Class Of Stock [Line Items] | ||
Shares Authorized | 0 | 126,035,000 |
Shares Issued and Outstanding | 101,867,405 | |
Per Share Price at Issuance | $ 2.25000 | |
Aggregate Liquidation Preference | $ 229,202 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Reserved Shares of Common Stock, On An As-if-converted Basis, for Future Issuance (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | $ 60,605,522 | $ 32,946,158 |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 13,213,254 | |
Series B Preferred Stock | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 16,488,731 | |
Common Stock Issuable Upon Conversion of Convertible Notes | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 51,529,036 | |
Series B Preferred Stock Purchase Warrant | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 359,699 | |
Common Stock Warrant | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 400,160 | |
Outstanding Stock Options to Purchase Common Stock | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 4,268,945 | 2,561,866 |
Restricted Stock Units Outstanding | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | 1,468,765 | $ 322,608 |
Available for Future Issuance under Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Common stock shares reserved for future issuance | $ 2,938,616 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2020Periodshares | Jan. 31, 2020USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jan. 01, 2021shares | Mar. 04, 2020shares | Mar. 31, 2019shares | Feb. 28, 2018shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Closing market price of common tock | $ / shares | $ 5.31 | |||||||
Intrinsic value of all stock options exercised | $ | $ 4,200 | |||||||
Stock-based compensation expense | $ | $ 900 | $ 10,668 | $ 2,375 | |||||
Weighted-average grant date fair value of options granted | $ / shares | $ 5.15 | $ 7.35 | ||||||
Unrecognized compensation cost related to unvested stock options expected to be recognized amount | $ | $ 12,800 | |||||||
Unrecognized compensation cost related to unvested stock options and RSUs expected to be recognized over remaining weighted average vesting period | 2 years 11 months 4 days | |||||||
Tax benefits related to stock-based compensation | $ | $ 0 | $ 0 | ||||||
Restricted Stock Units (RSUs) | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized compensation cost related to restricted stock options expected to be recognized amount | $ | $ 10,500 | |||||||
Second Amended and Restated 2012 Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options issuable under the plan | 0 | |||||||
2015 Consultant Stock Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock options issuable under the plan | 0 | |||||||
2018 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for future grant | 1,100,000 | |||||||
Second Amended and Restated 2018 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for future grant | 2,700,000 | |||||||
Third Amended and Restated 2018 Equity Incentive Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for future grant | 7,615,733 | |||||||
2018 Third Amended Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares available for future grant | 2,938,616 | |||||||
2018 Third Amended Plan | Subsequent Event | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 4,537,676 | |||||||
2020 Employee Stock Purchase Plan | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 510,000 | |||||||
Percentage of fair market value of shares on the offering date | 85.00% | |||||||
Percentage of fair market value of shares on the purchase date | 85.00% | |||||||
Maximum duration for purchase under employee stock purchase plan | 24 months | |||||||
Number of purchase periods | Period | 4 | |||||||
Duration of each purchase period | 6 months | |||||||
2020 Employee Stock Purchase Plan | Subsequent Event | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 557,723 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Options Activity under Plans (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options Outstanding Balance at December 31, 2019 | shares | 2,561,866 |
Stock Options Outstanding Options granted | shares | 2,652,102 |
Stock Options Outstanding Options exercised | shares | (543,218) |
Stock Options Outstanding Options forfeited/cancelled | shares | (401,805) |
Stock Options Outstanding Balance at December 31, 2020 | shares | 4,268,945 |
Stock Options Outstanding Vested and expected to vest at December 31, 2020 | shares | 4,268,945 |
Stock Options Outstanding Vested and exercisable at December 31, 2020 | shares | 1,748,573 |
Weighted-Average Exercise Price Balance at December 31, 2019 | $ / shares | $ 9.01 |
Weighted-Average Exercise Price Options granted | $ / shares | 8.22 |
Weighted-Average Exercise Price Options exercised | $ / shares | 1.15 |
Weighted-Average Exercise Price Options forfeited/cancelled | $ / shares | 11.24 |
Weighted-Average Exercise Price Balance at December 31, 2020 | $ / shares | 8.14 |
Weighted-Average Exercise Price Vested and expected to vest at December 30, 2020 | $ / shares | 8.14 |
Weighted-Average Exercise Price Vested and exercisable at December 30, 2020 | $ / shares | $ 8.18 |
Weighted-Average Remaining Contractual Term (in years) Balance at December 31, 2020 | 7 years 8 months 26 days |
Weighted-Average Remaining Contractual Term (in years) Vested and expected to vest at December 31, 2020 | 7 years 8 months 26 days |
Weighted-Average Remaining Contractual Term (in years) Vested and exercisable at December 31, 2020 | 5 years 4 months 24 days |
Aggregate Intrinsic Value Balance at December 31, 2020 | $ | $ 2,527 |
Aggregate Intrinsic Value Vested and expected to vest at December 31, 2020 | $ | 2,527 |
Aggregate Intrinsic Value Vested and exercisable at December 31, 2020 | $ | $ 1,708 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions used to Determine Fair Value of Stock Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.40% | 1.40% |
Risk-free interest rate, maximum | 1.70% | 2.40% |
Expected volatility, minimum | 57.00% | 57.00% |
Expected volatility, maximum | 71.00% | 71.00% |
Expected dividend yield | 0.00% | |
Expected life (years) | 6 years 3 months | |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 4 years | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (years) | 6 years 3 months 18 days |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs) | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Shares, Beginning Balance | shares | 323,671 |
Number of Shares, Granted | shares | 1,389,919 |
Number of Shares, Vested | shares | (140,422) |
Number of Shares, Forfeited/cancelled | shares | (104,403) |
Number of Shares, Ending Balance | shares | 1,468,765 |
Weighted Average Grant Date Fair Value beginning of period | $ / shares | $ 15.19 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 8.10 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 14.93 |
Weighted Average Grant Date Fair Value, Forfeited/cancelled | $ / shares | 12.06 |
Weighted Average Grant Date Fair Value end of period | $ / shares | $ 8.73 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 900 | $ 10,668 | $ 2,375 |
Cost of Sales | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 867 | 207 | |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,804 | 851 | |
Selling and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 1,633 | 501 | |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 5,364 | $ 816 |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current provision: | ||
Federal | $ (37,697) | $ (638) |
State | 82 | (104) |
Current provision | (37,615) | (742) |
Deferred expense: | ||
Federal | 22 | 36 |
State | 61 | |
Deferred expense | 83 | 36 |
Net income tax provision | $ (37,532) | $ (706) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Expense Benefit Continuing Operations [Abstract] | ||
Income tax benefit at U.S. federal statutory rate | $ (48,313) | $ (31,236) |
State income tax benefit, net of federal benefit | (5,469) | (4,538) |
NOL carryback and other true ups | (15,517) | |
Government litigation settlements | 4,611 | |
Federal research and development credit | (3,573) | (3,232) |
Convertible debt | 740 | |
Stock-based compensation | 84 | (87) |
Meals and entertainment | 367 | |
Change in valuation allowance | 29,845 | 38,514 |
Other | 60 | (494) |
Net income tax provision | $ (37,532) | $ (706) |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating losses and carryforwards | $ 87,329 | $ 51,768 |
Reserves | 7,211 | 17,287 |
Intangible assets | 3,878 | 3,982 |
Accrued expenses | 1,816 | 3,025 |
Stock-based compensation | 2,289 | 194 |
Convertible debt | 3,290 | |
Total deferred tax assets | 105,813 | 76,256 |
Deferred tax liabilities: | ||
Fixed assets | (1,698) | (1,705) |
Prepaid expenses | (1,146) | (138) |
Goodwill | (402) | (205) |
Adoption of ASC 606 | (2,824) | (4,227) |
Total deferred tax liabilities | (6,070) | (6,275) |
Net deferred tax assets | 99,743 | 69,981 |
Less: valuation allowance | (99,862) | (70,017) |
Net deferred tax assets (liabilities) | $ (119) | $ (36) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax [Line Items] | ||||
Deferred tax assets, valuation allowance | $ 99,862,000 | $ 99,862,000 | $ 70,017,000 | |
Federal, net operating loss carryforwards | 271,100,000 | 271,100,000 | ||
State income tax, net operating loss carryforwards | $ 200,000,000 | $ 200,000,000 | ||
Federal net operating loss carryforwards, percentage of taxable income | 80.00% | 80.00% | ||
Uncertain tax positions | $ 0 | |||
Uncertain income tax position, description | An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. | |||
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 | ||
Net operating loss carryback period in CARES Act | 5 years | |||
Income tax discrete benefit related to net operating loss, CARES Act | 37,700,000 | |||
Income taxes civil settlement damages awards and tax refund amount in single year CARES Act | $ 5,000,000 | |||
Income taxes percentage of payments related to civil settlement damages awards and tax refund CARES Act | 65.00% | |||
Minimum | ||||
Income Tax [Line Items] | ||||
Percentage of shift in stock ownership to determine whether ownership change occurred | 50.00% | |||
Federal | ||||
Income Tax [Line Items] | ||||
Research and expenditure credit carryforwards | 11,600,000 | $ 11,600,000 | ||
Federal | Research and Expenditure Credit Carryforwards | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards, expiration date | Dec. 31, 2033 | |||
State and Local Jurisdiction | ||||
Income Tax [Line Items] | ||||
Research and expenditure credit carryforwards | $ 2,500,000 | $ 2,500,000 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potentially Dilutive Securities Not Included in Calculation of Diluted Loss Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 57,666,906 | 32,946,158 |
Outstanding Stock Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 4,268,945 | 2,561,866 |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 1,468,765 | 322,608 |
Common Stock Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 400,160 | |
Stock Issuable Upon Conversion Of Convertible Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 51,529,036 | |
Series A Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 13,213,254 | |
Series B Preferred Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 16,488,731 | |
Series B Preferred Stock Purchase Warrant | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in calculation of diluted loss per share | 359,699 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Employee Benefits And Share Based Compensation [Abstract] | ||
Employee benefit plan, contributions by employer | $ 2.9 | $ 2.5 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Revenues | $ 14,276 | $ 25,943 | $ 17,266 | $ 16,828 | $ 20,476 | $ 18,772 | $ 57,230 | $ 47,507 | $ 74,313 | $ 143,985 |
Loss from operations | (51,371) | (44,571) | (46,720) | (52,526) | (48,973) | (54,841) | (14,298) | (22,007) | (195,188) | (140,119) |
Net loss | (75,528) | (47,065) | (52,783) | (17,152) | (50,476) | (57,133) | (16,409) | (24,019) | $ (192,528) | $ (148,037) |
Net loss attributable to common stockholders | $ (75,528) | $ (47,065) | $ (53,051) | $ (17,152) | $ (86,840) | $ (97,907) | $ (16,409) | $ (27,671) | ||
Net loss per share, basic and diluted | $ (1.53) | $ (1.01) | $ (6.11) | $ (3.43) | $ (17.46) | $ (19.85) | $ (3.34) | $ (5.88) | $ (7.01) | $ (46.87) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Issuance of stock, net | $ 24,005 | $ 79,039 | |
Subsequent Event | Private Placement | Securities Purchase Agreement | |||
Subsequent Event [Line Items] | |||
Issuance of stock, net, shares | 4,370,629 | ||
Warrants to purchase shares of common stock | 4,370,629 | ||
Shares issued, price per share | $ 5.72 | ||
Issuance of stock, net | $ 25,000 | ||
Warrants exercise price per share | $ 6.86 | ||
Gross proceeds from warrants | $ 30,000 | ||
Subsequent Event | Private Placement | Securities Purchase Agreement | Common Stock | |||
Subsequent Event [Line Items] | |||
Issuance of stock, net, shares | 4,370,629 | ||
Common stock, par value | $ 0.001 |