Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity File Number | 001-37478 | ||
Entity Registrant Name | NATERA, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 01-0894487 | ||
Entity Address, Address Line One | 13011 McCallen Pass | ||
Entity Address, Address Line Two | Building A Suite 100 | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78753 | ||
City Area Code | 650 | ||
Local Phone Number | 980-9190 | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | NTRA | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,570 | ||
Entity Common Stock, Shares Outstanding | 113,285,675 | ||
Entity Central Index Key | 0001604821 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | San Mateo, California | ||
Auditor Firm ID | 42 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 466,005 | $ 84,386 |
Restricted cash | 86 | 228 |
Short-term investments | 432,301 | 829,896 |
Accounts receivable, net of allowance of $3,830 in 2022 and $2,429 in 2021 | 244,385 | 122,074 |
Inventory | 35,406 | 26,909 |
Prepaid expenses and other current assets | 33,634 | 29,645 |
Total current assets | 1,211,817 | 1,093,138 |
Property and equipment, net | 92,453 | 65,516 |
Operating lease right-of-use assets | 71,874 | 59,013 |
Other assets | 18,330 | 18,820 |
Total assets | 1,394,474 | 1,236,487 |
Current liabilities: | ||
Accounts payable | 31,148 | 27,206 |
Accrued compensation | 44,010 | 40,941 |
Other accrued liabilities | 144,214 | 93,353 |
Deferred revenue, current portion | 10,777 | 7,404 |
Short-term debt financing | 80,350 | 50,052 |
Total current liabilities | 310,499 | 218,956 |
Long-term debt financing | 281,653 | 280,394 |
Deferred revenue, long-term portion | 20,001 | 21,318 |
Operating lease liabilities, long-term portion | 76,577 | 61,036 |
Other long-term liabilities | 1,479 | |
Total liabilities | 688,730 | 583,183 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value: 750,000 shares authorized at December 31, 2022 and 2021, respectively; 111,255 and 95,140 shares issued and outstanding at December 31, 2022 and 2021, respectively | 11 | 10 |
Additional paid in capital | 2,664,730 | 2,050,417 |
Accumulated deficit | (1,942,635) | (1,394,836) |
Accumulated other comprehensive loss | (16,362) | (2,287) |
Total stockholders' equity | 705,744 | 653,304 |
Total liabilities and stockholders' equity | $ 1,394,474 | $ 1,236,487 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Consolidated Balance Sheets | ||
Allowances on accounts receivable | $ 3,830 | $ 2,429 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 111,255,000 | 95,140,000 |
Common stock, shares outstanding | 111,255,000 | 95,140,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues | |||
Total revenues | $ 820,222 | $ 625,486 | $ 391,005 |
Cost and expenses | |||
Research and development | 316,415 | 264,208 | 100,035 |
Selling, general and administrative | 588,591 | 511,034 | 303,627 |
Total cost and expenses | 1,361,262 | 1,093,660 | 607,282 |
Loss from operations | (541,040) | (468,174) | (216,277) |
Interest expense | (9,319) | (8,305) | (15,082) |
Interest and other income, net | 3,538 | 5,381 | 7,562 |
Loss on debt extinguishment | (5,848) | ||
Loss before income taxes | (546,821) | (471,098) | (229,645) |
Income tax expense | (978) | (618) | (98) |
Net loss | (547,799) | (471,716) | (229,743) |
Unrealized loss on available-for-sale securities, net of tax | (14,075) | (6,546) | 3,340 |
Comprehensive loss | $ (561,874) | $ (478,262) | $ (226,403) |
Net loss per share (Note 13): | |||
Basic (in dollars per share) | $ (5.57) | $ (5.21) | $ (2.84) |
Diluted (in dollars per share) | $ (5.57) | $ (5.21) | $ (2.84) |
Weighted-average number of shares used in computing basic and diluted net loss per share: | |||
Basic (in shares) | 98,408 | 90,558 | 81,011 |
Diluted (in shares) | 98,408 | 90,558 | 81,011 |
Product | |||
Revenues | |||
Total revenues | $ 797,307 | $ 580,080 | $ 377,877 |
Cost and expenses | |||
Cost of revenues | 453,632 | 315,195 | 200,097 |
Licensing and other | |||
Revenues | |||
Total revenues | 22,915 | 45,406 | 13,128 |
Cost and expenses | |||
Cost of revenues | $ 2,624 | $ 3,223 | $ 3,523 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total |
Balance at Dec. 31, 2019 | $ 8 | $ 976,955 | $ 919 | $ (699,171) | $ 278,711 |
Balance (in shares) at Dec. 31, 2019 | 78,005,000 | ||||
Issuance of common stock upon exercise of stock options | 23,524 | 23,524 | |||
Issuance of common stock upon exercise of stock options (in shares) | 2,092,000 | ||||
Issuance of common stock under employee stock purchase plan | 7,114 | 7,114 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 234,000 | ||||
Vesting of restricted stock (in shares) | 1,100,000 | ||||
Stock based compensation | 50,171 | 50,171 | |||
Unrealized gain (loss) on available-for sale securities | 3,340 | 3,340 | |||
Cumulative-effect adjustment upon adoption | (404) | (404) | |||
Equity component of Convertible Notes, net | 82,873 | 82,873 | |||
Issuance of common stock for public offering, net | $ 1 | 270,649 | 270,650 | ||
Issuance of common stock for public offering, net (in shares) | 4,792,000 | ||||
Net loss | (229,743) | (229,743) | |||
Balance at Dec. 31, 2020 | $ 9 | 1,411,286 | 4,259 | (929,318) | 486,236 |
Balance (in shares) at Dec. 31, 2020 | 86,223,000 | ||||
Issuance of common stock upon exercise of stock options | 11,816 | 11,816 | |||
Issuance of common stock upon exercise of stock options (in shares) | 1,165,000 | ||||
Issuance of common stock under employee stock purchase plan | 13,550 | 13,550 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 186,000 | ||||
Vesting of restricted stock (in shares) | 2,117,000 | ||||
Stock based compensation | 115,219 | 115,219 | |||
Unrealized gain (loss) on available-for sale securities | (6,546) | (6,546) | |||
Cumulative-effect adjustment upon adoption | (82,876) | 6,198 | (76,678) | ||
Issuance of common stock for public offering, net | $ 1 | 550,821 | 550,822 | ||
Issuance of common stock for public offering, net (in shares) | 5,175,000 | ||||
Issuance of common stock for IPR&D | 30,601 | 30,601 | |||
Issuance of common stock for IPR&D (in shares) | 274,000 | ||||
Net loss | (471,716) | (471,716) | |||
Balance at Dec. 31, 2021 | $ 10 | 2,050,417 | (2,287) | (1,394,836) | $ 653,304 |
Balance (in shares) at Dec. 31, 2021 | 95,140,000 | 95,140,000 | |||
Issuance of common stock upon exercise of stock options | 6,411 | $ 6,411 | |||
Issuance of common stock upon exercise of stock options (in shares) | 828,000 | ||||
Issuance of common stock under employee stock purchase plan | 13,037 | 13,037 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 437,000 | ||||
Vesting of restricted stock (in shares) | 1,480,000 | ||||
Stock based compensation | 152,384 | 152,384 | |||
Unrealized gain (loss) on available-for sale securities | (14,075) | (14,075) | |||
Issuance of common stock for public offering, net | $ 1 | 433,191 | 433,192 | ||
Issuance of common stock for public offering, net (in shares) | 13,145,000 | ||||
Issuance of common stock for IPR&D | 9,290 | 9,290 | |||
Issuance of common stock for IPR&D (in shares) | 225,000 | ||||
Net loss | (547,799) | (547,799) | |||
Balance at Dec. 31, 2022 | $ 11 | $ 2,664,730 | $ (16,362) | $ (1,942,635) | $ 705,744 |
Balance (in shares) at Dec. 31, 2022 | 111,255,000 | 111,255,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (547,799) | $ (471,716) | $ (229,743) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 16,702 | 11,254 | 8,613 |
Expensed in-process research and development | 9,290 | 35,604 | |
Non-cash lease expense | 13,770 | 10,926 | 7,834 |
Stock-based compensation | 152,384 | 115,219 | 50,171 |
Inventory reserve adjustments | (240) | 628 | (163) |
Premium amortization and discount accretion on investment securities | 4,837 | 7,814 | 5,761 |
Gain (loss) on investments | 906 | (46) | (105) |
Unrealized losses on investment securities | (2) | (11) | |
Amortization of debt discount and issuance cost | 1,259 | 1,227 | 149 |
Other non-cash benefits (charges) | 302 | 94 | (149) |
Provision for credit losses | 1,770 | (156) | 1,354 |
Loss on debt extinguishment | 5,848 | ||
Accretion of Convertible Note | 7,048 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (124,081) | (43,353) | (25,831) |
Inventory | (8,257) | (7,506) | (7,474) |
Prepaid expenses and other current assets | (1,196) | (249) | (14,393) |
Other assets | (6) | (2,933) | (60) |
Accounts payable | 5,462 | 19,222 | (118) |
Accrued compensation | 3,069 | 10,569 | 14,284 |
Operating lease liabilities | (9,377) | (10,296) | (8,993) |
Other accrued liabilities | 47,650 | 32,682 | 10,340 |
Deferred revenue | 2,056 | (44,209) | (6,895) |
Other long-term liabilities | 10 | ||
Net cash used in operating activities | (431,501) | (335,236) | (182,512) |
Investing activities: | |||
Purchases of investments | (86,947) | (876,095) | (685,239) |
Proceeds from sale of investments | 248,482 | 187,580 | 30,067 |
Proceeds from maturity of investments | 216,500 | 532,910 | 343,315 |
Purchases of property and equipment, net | (47,697) | (41,030) | (19,604) |
Cash paid for acquisition of an asset | (8,558) | ||
Net cash used in investing activities | 330,338 | (205,193) | (331,461) |
Financing activities: | |||
Proceeds from exercise of stock options | 6,411 | 11,816 | 23,524 |
Proceeds from issuance of common stock under employee stock purchase plan | 13,037 | 13,550 | 7,114 |
Proceeds from Convertible Note, net of issuance costs | 278,316 | ||
Loan payment | (78,757) | ||
Proceeds from public offering, net of issuance costs | 433,192 | 550,822 | 270,650 |
Proceeds from Credit Line | 30,000 | ||
Net cash provided by financing activities | 482,640 | 576,188 | 500,847 |
Net increase (decrease) in cash equivalents and restricted cash | 381,477 | 35,759 | (13,126) |
Beginning - cash equivalents & restricted cash | 84,614 | 48,855 | 61,981 |
Ending - cash equivalents and restricted cash | 466,091 | 84,614 | 48,855 |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 549 | 283 | 67 |
Cash paid for interest | 8,060 | 7,077 | 3,296 |
Non-cash investing and financing activities: | |||
Purchases of property and equipment in accounts payable and accruals | $ (1,940) | $ 5,173 | $ 2,781 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Description of Business | |
Description of Business | 1 . Description of Business Natera, Inc. (the “Company”) was formed in the state of California as Gene Security Network, LLC in November 2003 and incorporated in the state of Delaware in January 2007. The Company is a diagnostics company with proprietary molecular and bioinformatics technology that it is applying to change the management of disease worldwide. The Company’s cell-free DNA (“cfDNA”) technology combines its novel molecular assays, which reliably measure many informative regions across the genome from samples as small as a single cell, with its statistical algorithms which incorporate data available from the broader scientific community to identify genetic variations covering a wide range of serious conditions with high accuracy and coverage. The Company’s technology has been proven clinically and commercially in the women’s health space, in which it develops and commercializes non- or minimally-invasive tests to evaluate risk for, and thereby enable early detection of, a wide range of genetic conditions, such as Down syndrome. The Company is now translating its success in women’s health and applying its core technology to the oncology market, in which it is commercializing a personalized blood-based DNA test to detect molecular residual disease and monitor disease recurrence, as well as to the organ health market, initially with a test to assess kidney transplants for rejection. The Company operates laboratories in Austin, Texas and San Carlos, California certified under the Clinical Laboratory Improvement Amendments ("CLIA") providing a host of cell-free DNA-based molecular testing services. The Company determines its operating segments based on the way it organizes its business to make operating decisions and assess performance. The Company operates one segment, the development and commercialization of molecular testing services, applying its proprietary technology in the fields of women’s health, oncology and organ health. The Company's key product offerings include its Panorama Non-Invasive Prenatal Test ("NIPT") that screens for chromosomal abnormalities of a fetus as well as in twin pregnancies, typically with a blood draw from the mother; Horizon Carrier Screening ("HCS") to determine carrier status for a large number of severe genetic diseases that could be passed on to the carrier’s children; Signatera molecular residual disease (“MRD”) test, which detects circulating tumor DNA in patients previously diagnosed with cancer to assess molecular residual disease and monitor for recurrence; and Prospera, to assess organ transplant rejection. All testing is available principally in the United States. The Company also offers its Panorama test to customers outside of the United States, primarily in Europe. The Company also offers Constellation, a cloud-based software platform that enables laboratory customers to gain access through the cloud to the Company’s algorithms and bioinformatics in order to validate and launch their own tests based on the Company’s technology. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2 Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Some items in the prior period financial statements, including product revenues and costs of product revenues, were reclassified to conform to the current presentation. Revenues and costs related to tests associated with research use only (“RUO”) and companion diagnostics purposes are classified in product revenues and cost of product revenue, respectively. To conform with the presentation in the current period, (i) revenues related to these products during the years ended December 31, 2021 2020 2021 2020 Liquidity Matters The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. The Company had a net loss of $547.8 million for the year ended December 31, 2022 and an accumulated deficit of $1.9 billion as of December 31, 2022. As of December 31, 2022, the Company had $466.1 million in cash, cash equivalents, and restricted cash, $432.3 million in marketable securities, $80.4 million of outstanding balance of the Credit Line (as defined in Note 10, Debt) including accrued interest, and $287.5 million outstanding principal balance of its 2.25% Convertible Senior Notes (the “Convertible Notes”). As of December 31, 2022, the Company had $70.0 million remaining available on the Credit Line. While the Company has introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations and business plans. Accordingly, the Company has funded the portion of its operating costs and business plans that exceed revenues through a combination of equity issuances, debt issuances, and other financings. The Company continues to invest in the development and commercialization of its existing and future products and, consequently, it will need to generate additional revenues to achieve future profitability and may need to raise additional equity or debt financing. If the Company raises additional funds by issuing equity securities, its stockholders will experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and requires significant debt service payments, which diverts resources from other activities. Additional financing may not be available when necessary, or in amounts or on terms acceptable to the Company. If the Company is unable to obtain additional financing, it may be required to delay or slow its investment in the development and commercialization of its products and significantly scale back its business and operations. On September 10, 2021, the Company entered into an agreement with a third party for an asset acquisition where the acquired asset was in-process research and development primarily in exchange for an equity consideration payment. In addition, pursuant to the agreement, certain employees of the third party became employees of the Company. The third party was a biotechnology company focused on oncology. The total upfront acquisition consideration amounts to $35.6 million composed of the issuance of 276,346 shares of the Company's common stock with a fair value of $30.9 million, approximately $3.9 million of cash consideration, assumed net liabilities of $0.2 million, as well as $0.6 million of acquisition related legal and accounting costs directly attributable to the acquisition of the asset. The Company accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified in-process research and development asset (“IPR&D”) thus satisfying the requirements of the screen test in ASU 2017-01. The estimated fair value of the acquired workforce was not significant. The Company concluded the acquired IPR&D has no alternative-future use and accordingly expensed approximately $35.6 million, on the day the transaction closed as research and development expense, which is reflected in its consolidated statement of operations. Further, additional consideration aggregating up to approximately $35.0 million may be paid in an estimated 269,547 of additional shares, consistent with the registration statement filed with the SEC on September 10, 2021, that are potentially issuable to legacy shareholders of this third party upon the achievement of defined milestones relating to product development, commercial launch and continued employment of certain selling shareholders, each of which will be revalued at each reporting date and amount of compensation expense will be adjusted accordingly. In November 2022, the remaining consideration was modified, resulting in a $10.0 million milestone payment primarily made in the form of the Company’s stock in December 2022 and a remaining $15.0 million milestone payment estimated to be payable by March 31, 2023 primarily in the form of the Company’s stock. The Company assessed the remaining milestone as probable as of December 31, 2022. As achievement of the milestone is contingent upon the continued employment of certain selling shareholders, the Company accounted for the consideration related to all of the milestones as compensation expenses and recognized these expenses ratably over the estimated performance period. In July 2021, the Company completed an underwritten equity offering and sold 5,175,000 shares of its common stock at a price of $113 per share to the public. Before offering expenses of $0.4 million, the Company received proceeds of $551.2 million net of the underwriting discount. In November 2022, the Company completed an underwritten equity offering and sold 13,144,500 shares of its common stock at a price of $35 per share to the public. Before offering expenses of $0.5 million, the Company received proceeds of $433.2 million net of the underwriting discount. Based on the Company’s current business plan, the Company believes that its existing cash and marketable securities will be sufficient to meet its anticipated cash requirements for at least 12 months after March 1, 2023. Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and its subsidiaries. The Company established a subsidiary that operates in the state of Texas to support the Company’s laboratory and operational functions. The Company established a subsidiary that operates in Canada following the acquisition of the IPR&D asset, which includes a lease for the laboratory space located in Canada. All intercompany balances and transactions have been eliminated. Use of Estimates Revenue Stock-based compensation Income Taxes Income Taxes Income Taxes Allowance for doubtful accounts Financial Instruments—Credit Losses Inventory Investments and financial instruments Right-of-use assets Property and equipment three years Other accrued liabilities Cash and Cash Equivalents Cash and cash equivalents consist of cash, liquid demand deposits, and money market funds with financial institutions. Highly liquid investments purchased with an original maturity of three months or less are also considered cash equivalents. Restricted Cash Restricted cash is currently presented as a separate line item in the Company’s balance sheet. In the statements of cash flows, it is included together with cash and cash equivalents and considered as part of the total ending cash balance. The following is the reconciliation between how restricted cash is presented in the balance sheet and the statements of cash flows for all periods presented: December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents in balance sheet $ 466,005 $ 84,386 Restricted cash, current portion in balance sheet 86 228 Total cash, cash equivalents and restricted cash in statements of cash flows $ 466,091 $ 84,614 Investments Investments consist primarily of debt securities such as U.S. Treasuries, U.S. agency and municipal bonds. Management determines the appropriate classification of securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company generally classifies its entire investment portfolio as available-for-sale. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company classifies all investments as short-term, irrespective of maturity date. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity. Related Party On December 6, 2021, the Company participated along with certain other investors in the series B financing of MyOme, Inc. (“MyOme”), and purchased preferred shares and warrants in exchange for approximately $4.0 million cash payment. Matthew Rabinowitz is the Chairman of the board of directors and Co-Founder of both the Company and MyOme. The Company’s investment in MyOme is recorded at cost and will be evaluated for impairment at the end of each reporting period. Fair Value The Company discloses the fair value of financial instruments for financial assets and liabilities for which the value is practicable to estimate. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). Risk and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash, accounts receivable and investments. The Company limits its exposure to credit loss by placing its cash in financial institutions with high credit ratings. The Company's cash may consist of deposits held with banks that may at times exceed federally insured limits. The Company performs evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. For the years ended December 31, 2022, 2021, and 2020, there were no customers exceeding 10% of total revenues on an individual basis. As of December 31, 2022 and 2021, there were no customers with an outstanding balance exceeding 10% of net accounts receivable. Credit Losses Trade accounts receivable and other receivables. Available-for-sale debt securities. The amended guidance from ASU 2016-13 requires the measurement of expected credit losses for available-for-sale debt securities held at the reporting date over the remaining life based on historical experience, current conditions, and reasonable and supportable forecasts. The Company evaluated its investment portfolio under the new available-for-sale debt securities impairment model guidance. The vast majority of the Company’s investment portfolio are low risk, investment grade securities. Revenue Recognition The Company adopted the new revenue recognition guidance, ASC 606, beginning January 1, 2018 on a full retrospective basis. ASC 606 mandates revenue recognition to be evaluated using the following five steps: ● Identification of a contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Revenue recognition when, or as, the performance obligations are satisfied Revenue Recognition, Cost of Product Revenues The components of our cost of product revenues are material and service costs, impairment charges associated with testing equipment, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with testing samples, electronic medical records, order and delivery systems, shipping charges to transport samples, costs incurred from third party test processing fees, and allocated overhead such as rent, information technology costs, equipment depreciation and utilities. Costs associated with Whole Exome Sequencing (“WES”) are also included, as well as labor costs, relating to our Signatera CLIA offering. Costs associated with performing tests are recorded when the test is accessioned. Cost of Licensing and Other Revenues The components of our cost of licensing and other revenues are material costs associated with test kits sold to Constellation clients, development and support services relating to our strategic partnership agreements, and other costs. Research and Development The Company records research and development costs in the period incurred. Research and development costs consist of personnel costs, including stock-based compensation expense, contract services, cost of materials utilized in performing tests, costs of clinical trials and allocated facilities and related overhead expenses. Advertising Costs The Company expenses advertising costs as incurred. The Company incurred advertising costs of $1.8 million, $2.2 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. Product Shipment Costs The Company expenses product shipment costs in cost of product revenues in the accompanying statements of operations. Shipping and handling costs for the years ended December 31, 2022, 2021, and 2020 were $36.0 million, $22.0 million, and $13.3 million, respectively. Income Taxes Income taxes are recorded in accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes Stock-Based Compensation Stock-based compensation related to stock options and restricted stock units (“RSUs”) 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. No compensation cost is recognized when the requisite service has not been met and the awards are therefore forfeited. For stock options with market conditions, the Company derives the requisite service period using the Monte Carlo simulation model. For stock options and RSUs that vest upon meeting performance conditions or market conditions in combination with performance conditions, the Company derives the requisite service period from the grant date to the date it is probable that the vesting conditions will be met. Capitalized Software Held for Internal Use The Company capitalizes salaries and related costs of employees and consultants who devote time to the development of internal-use software development projects. Capitalization begins during the application development stage, once the preliminary project stage has been completed, which includes successful validation and approval from management. If a project constitutes an enhancement to previously developed software, the Company assesses whether the enhancement is significant and creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases and the Company estimates the useful life of the asset and begins amortization. The Company periodically assesses whether triggering events are present to review internal-use software for impairment. Changes in estimates related to internal-use software would increase or decrease operating expenses or amortization recorded during the reporting period. The Company amortizes its internal-use software over the estimated useful lives of three years. The net book value of capitalized software held for internal use was $5.9 million and $2.3 million as of December 31, 2022 and 2021, respectively. Amortization expense for amounts previously capitalized for the years ended December 31, 2022, 2021, and 2020, was $0.2 million, $1.1 million, and $1.0 million, respectively. Accumulated Other Comprehensive Income (Loss) Comprehensive loss and its components encompass all changes in equity other than those with stockholders, and include net loss, unrealized gains and losses on available-for-sale marketable securities, and foreign currency translation adjustments. December 31, 2022 2021 (in thousands) Beginning balance $ (2,287) $ 4,259 Net unrealized loss on available-for-sale securities, net of tax and foreign currency translation adjustment (14,075) (6,546) Ending balance $ (16,362) $ (2,287) Property and Equipment Property and equipment, including purchased and internally developed software, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three five Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. Inventory Inventory is valued at the lower of the standard cost, which approximates actual cost, or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Inventory consists entirely of supplies, which are consumed when providing its test reports, and therefore does not maintain any finished goods inventory. The Company enters into inventory purchases and commitments so that it can meet future delivery schedules based on forecasted demand for its tests. The Company recorded inventory obsolescence charges totaling $0.2 million, $0.9 million, and $0.2 million, in the years ended December 31, 2022, 2021, and 2020, respectively. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. New Accounting Pronouncements Not Yet Adopted In March 2020, ASU 2020-04, Reference Rate Reform (Topic 848) was issued which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Early adoption of this ASU is permitted, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company’s financial instruments which were previously in the scope of ASU 2020-04 include the UBS credit line agreement, which bore interest at 30-day LIBOR plus 1.10% . The interest rate was subsequently changed to the 30-day Secured Overnight Financing Rate (“SOFR”) average, plus 1.21% . The Company does not expect adoption of this standard to have a material impact on its consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | 3. Revenue Recognition Product Revenues Product revenues are derived from contracts with insurance carriers, laboratory partners and patients in connection with sales primarily related to prenatal genetic tests. The Company enters into contracts with insurance carriers with primarily payment terms related to tests provided to the patients who have health insurance coverage. Insurance carriers are considered as third-party payers on behalf of the patients, and the patients are considered as the customers who receive genetic test services. Tests may be billed to insurance carriers, patients, or a combination of insurance carriers and patients. Further, the Company sells tests to a number of domestic and international laboratory partners and identifies the laboratory partners as customers provided that there is a test services agreement between the two parties. A performance obligation represents a promise in a contract to transfer a distinct good or service to a customer, which represents a unit of accounting in accordance with ASC 606. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once the Company has transferred control of a good or service to the customer, meaning the customer has the ability to use and obtain the benefit of the good or service. A portion of the consideration should be allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company evaluates its contracts with insurance carriers, laboratory partners and patients and identifies the performance obligations in those contracts, which are the delivery of the test results. The total consideration which the Company expects to be entitled to from patients and insurance carriers in exchange for the Company's products is determined based on agreements with insurance carriers, effects of variable consideration, and customary business practices. The transaction price is estimated based on the contractual pricing agreed to with each insurance carrier for each test (CPT code) performed adjusted for variable consideration related to historical percent of cases allowed, historical percent of patient responsibility collected, and historical percent of contract price collected from insurance carriers. The Company uses the expected-value approach of estimating variable consideration. The Company also considers recent trends, past events not expected to recur, and future known changes such as anticipated contractual pricing changes or insurance coverages. For insurance carriers with similar reimbursement characteristics, the Company uses a portfolio approach to estimate the effects of variable consideration. The Company also applies a constraint to the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods. The total consideration which the Company expects to be entitled to from lab partners is generally fixed, but can be variable depending on the volume of tests performed, which is estimated using the expected- value approach. For insurance carriers, laboratory partners and patients, the Company allocates the total consideration to a single performance obligation, which is the delivery of the test results to the customers. When assessing the total consideration for insurance carriers and patients, a certain percentage of revenues is further constrained for estimated refunds. The Company generally bills an insurance carrier, a laboratory partner or a patient upon delivery of test results. The Company also bills patients directly for out-of-pocket costs involving co-pays and deductibles that they are responsible for. Tests billed to insurance carriers and directly to patients usually take an average of nine to twelve months to collect payment, and for tests billed to laboratory distribution partners, the average collection cycle takes approximately two to three months. At times, the Company may or may not get reimbursed for the full amount billed. Further, the Company may not get reimbursed at all for tests performed if such tests are not covered under the insurance carrier’s reimbursement policies or the Company is not a qualified provider to the insurance carrier, or if the tests were not previously authorized. Product revenue is recognized in an amount that equals to the total consideration (as described above) at a point in time when the test results are delivered. The Company reserves certain amounts in other accrued liabilities on the balance sheet in anticipation of requests for refunds of payments previously made by insurance carriers, which are accounted for as reductions in product revenues in the statement of operations and comprehensive loss. During the years ended December 31, 2022, 2021, and 2020, $7.4 million, $5.7 million, and $5.4 million, respectively, were released from amounts previously held in reserves in other accrued liabilities and recognized as product revenue. Signatera Product Revenues with Pharmaceutical Companies Licensing and Other Revenues The Company recognizes licensing revenues from its cloud-based distribution service offering, Constellation, by granting licenses to its licensees to use certain of the Company’s proprietary intellectual properties and cloud-based software and IVD kits. The Company also recognizes revenues from its strategic collaboration agreements, such as those with BGI Genomics Co., Ltd. and Foundation Medicine, Inc. Constellation The laboratory partners with which the Company enters into a licensing arrangement represent the licensees and are identified as customers. The licensees do not have the right to possess the Company’s software, but rather receive professional services through the cloud software. These arrangements often include: (i) the delivery of the services through the cloud software, (ii) the necessary support and training, and (iii) the IVD kits to be consumed as tests are processed. The Company does not consider the software as a service, the support and training as being distinct in the context of such arrangements, and therefore they are combined as a single performance obligation. The software, support and training are delivered simultaneously to the licensees over the term of the arrangement. The Company bills the majority of licensees, who process the tests in their laboratories, a fixed price for each test processed. Licensing revenues are recognized as the performance obligations are satisfied (i.e., upon the delivery of each test) and reported in licensing and other revenues in the statements of operations and comprehensive loss. Qiagen BGI Genomics In February 2019, the Company entered into a License Agreement with BGI Genomics Co., Ltd. (“BGI Genomics”) to develop, manufacture, and commercialize NGS-based genetic testing assays for clinical and commercial use. The agreement has a term of ten years and expires in February 2029. According to the agreement, the Company is entitled to a total of $50 million, comprised of upfront technology license fees, prepaid royalties relating to future sales of licensed products and performance of assay interpretation services, and milestone payments. During the three months ended June 30, 2019, the Company received $35.6 million, net of withholding taxes, of these amounts. Also, as required by the agreement with BGI Genomics, in June 2019 the Company prepaid $6.0 million to BGI Genomics for future sequencing services and $4.0 million for future sequencing equipment. These advance payments for equipment and services to be received in future periods aggregating to $10.0 million were originally recorded in other assets on the Balance Sheet. During the year ending December 31, 2022, $4.0 million was reclassified as prepaid expenses and other current assets. During the year ending December 31, 2022, the Company recognized $4.5 million as revenue upon achieving a milestone. Pursuant to the agreement, the Company licensed its intellectual property and will provide development services. Following completion of development services, the Company will provide assay interpretation services over the term of the agreement. The Company concluded that the license is not a distinct performance obligation as it does not have a stand-alone value to BGI Genomics apart from the related development services. Therefore, license and related development services, for each of the NIPT and Oncology products, represents a single performance obligation. The Company is responsible for granting a license to specified intellectual property and performing certain development activities to customize its genetic testing assays for oncology and NIPT for use with BGI Genomics’ sequencing instruments and proprietary technology platform. Revenue associated with these performance obligations is recognized over time using the input method, based on costs incurred to perform the development services, since the level of costs incurred over time best reflect the transfer of development services. Revenue associated with the assay interpretation services will be recognized upon delivery of these services. Funds received in advance are recorded as deferred revenue and will be recognized as the related services are delivered. The initial transaction price was primarily comprised of license and milestone fees. The Company constrains the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. Certain milestone and license fees were constrained and not included in the transaction price due to the uncertainties of research and development. The Company re-evaluates the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The allocation of the transaction price was performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. In accordance with ASC 340-40, any incremental costs incurred to obtain a contract with a customer are required to be capitalized and amortized over the period in which the goods and services are transferred to the customer. The incremental costs incurred in connection with the BGI Genomics arrangement is not material on an accumulated basis and therefore will not be capitalized on the balance sheet but will be expensed as incurred. Foundation Medicine, Inc. In August 2019, the Company entered into a License and Collaboration Agreement (the “Foundation Medicine Agreement”) with Foundation Medicine to develop and commercialize personalized circulating tumor DNA monitoring assays, for use by biopharmaceutical and clinical customers who order Foundation Medicine’s FoundationOne CDx. The Foundation Medicine Agreement has an initial term of five years, expiring in August 2024, with automatic renewals thereafter for successive one-year terms, unless the Foundation Medicine Agreement is earlier terminated in accordance with its terms. Natera and Foundation Medicine will share the revenues generated from both biopharmaceutical and clinical customers in accordance with the terms of the Foundation Medicine Agreement. The Foundation Medicine Agreement provides for approximately $13.3 million in upfront licensing fees and prepaid revenues payable to the Company, and up to approximately $32.0 million in minimum annual payments and payments tied to the Company’s achievement of certain developmental, regulatory, and commercial milestones. As of December 31, 2022, the Company has invoiced and received a payment of $16.8 million for all milestones achieved through December 2022. Pursuant to the agreement, the Company will provide development services in conjunction with granting the use of the Company’s intellectual property. Following completion of those development services, the Company will provide assay testing services over the term of the agreement. The Company has concluded that the license is not a distinct performance obligation as it is highly interrelated and interdependent with the related development services. Therefore, license and related development services represent a single performance obligation. The Company is responsible for providing the technology license and certain development services that are required to customize its proprietary Signatera test to work with Foundation Medicine’s FoundationOne CDx. The intellectual property has been licensed to Foundation Medicine for the customized test. In addition, the Company is responsible for delivering clinical study plans in order to demonstrate efficacy of the customized test. Revenues associated with each of the performance obligations are recognized over time using the input method, based on costs incurred to perform the development services, since the level of costs incurred over time best reflect the transfer of development services. Revenue associated with the assay testing services will be recognized upon delivery of these services. Funds received in advance are recorded as deferred revenue and will be recognized as the related services are delivered. The initial transaction price was primarily comprised of license and milestone fees. The Company constrains the estimated variable consideration when it assesses it is probable that a significant reversal in the amount of cumulative revenue recognized may occur in future periods. Certain milestone fees were constrained and not included in the transaction price due to the uncertainties of research and development. The Company re-evaluates the transaction price, including the estimated variable consideration included in the transaction price and all constrained amounts, in each reporting period and as uncertain events are resolved or other changes in circumstances occur. The allocation of the transaction price was performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. In accordance with ASC 340-40, any incremental costs incurred to obtain a contract with a customer are required to be capitalized and amortized over the period in which the goods and services are transferred to the customer. The Company has elected to apply a practical expedient under ASC 340-40 to recognize the incremental costs of obtaining a contract as an expense when incurred provided that the amortization period of such costs, if capitalized, is one year or less. Since the incremental costs to obtain the Foundation Medicine Agreement would be amortized over a period of one year or less, these costs were expensed as incurred. Disaggregation of Revenues Year Ended December 31, 2022 2021 2020 (in thousands) Insurance carriers $ 690,754 $ 492,563 $ 300,220 Laboratory partners 94,910 100,019 58,196 Patients 34,558 32,904 32,589 Total revenues $ 820,222 $ 625,486 $ 391,005 The following table presents total revenues by geographic area based on the location of the Company’s payers: Year ended December 31, 2022 2021 2020 (in thousands) United States $ 785,849 $ 590,872 $ 365,660 Americas, excluding U.S. 3,705 4,047 3,469 Europe, Middle East, India, Africa 16,640 20,429 14,332 Asia Pacific and Other 14,028 10,138 7,544 Total $ 820,222 $ 625,486 $ 391,005 The following table summarizes the Company’s beginning and ending balances of accounts receivable and deferred revenues: Balance at Balance at December 31, December 31, 2022 2021 (in thousands) Assets: Accounts receivable $ 244,385 $ 122,074 Liabilities: Deferred revenue, current portion $ 10,777 $ 7,404 Deferred revenue, long-term portion 20,001 21,318 Total deferred revenues $ 30,778 $ 28,722 Balance at Balance at December 31, December 31, 2022 2021 (in thousands) Beginning balance $ 28,722 $ 72,930 Increase in deferred revenues 28,978 7,915 Reclasses from deferred revenues to other short-term liabilities (337) (10,080) Revenue recognized during the period that was included in (8,782) (37,784) Revenue recognized from performance obligations satisfied (17,803) (4,259) Ending balance $ 30,778 $ 28,722 During the year ended December 31, 2022, revenue recognized that was included in the deferred revenue balance at the beginning of the period totaled $8.8 million with approximately $5.4 million related to BGI Genomics and Foundation Medicine, and the remaining $3.3 million related to genetic testing services. During the year ended December 31, 2022, $17.8 million was recognized as deferred revenue and later earned as revenue in the same period with approximately $6.4 million related to BGI Genomics and Foundation Medicine, and the remaining $11.4 million related to genetic testing services. The current portion of deferred revenue includes $10.7 million from genetic testing services and $0.1 million from the BGI Genomics agreement. The non-current portion of deferred revenue includes $20.0 million from the BGI Genomics agreement. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements The Company's financial assets and liabilities carried at fair value are comprised of investment assets that include money market and investments. The fair value accounting guidance requires that assets and liabilities be carried at fair value and classified in one of the following three categories: Level I: Quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Level II: Observable market-based inputs or unobservable inputs that are corroborated by market data, such as quoted prices, interest rates, and yield curves. Level III: 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. Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis The following table represents the fair value hierarchy for the Company’s financial assets and financial liabilities measured at fair value on a recurring basis: December 31, 2022 December 31, 2021 Level I Level II Level III Total Level I Level II Level III Total (in thousands) Financial Assets: Money market deposits $ 283,358 $ — $ — $ 283,358 $ 10,041 $ — $ — $ 10,041 Liquid demand deposits 125,596 — — 125,596 — — — — U.S. Treasury securities 346,057 — — 346,057 688,097 — — 688,097 Corporate bonds and notes — 23,529 — 23,529 — 52,337 — 52,337 Municipal securities — 62,715 — 62,715 — 89,462 — 89,462 Total financial assets $ 755,011 $ 86,244 $ — $ 841,255 $ 698,138 $ 141,799 $ — $ 839,937 Fair Value of Short-Term and Long-Term Debt: As of December 31, 2022, the estimated fair value of the total principal outstanding and accrued interest of the Credit Line, which are not presented at fair value on the Consolidated Balance Sheets as of December 31, 2022 and 2021, was Debt As of December 31, 2022, the estimated fair value of the Convertible Notes, which are not presented at fair value on the Consolidated Balance Sheets as of December 31, 2022 and 2021, was $358.4 million and $715.7 million, respectively, was based upon observable Level 2 inputs, including pricing information from recent trades of the Convertible Notes (see Note 10, Debt |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments | |
Financial Instruments | 5. Financial Instruments The Company elected to invest a portion of its cash assets in conservative, income earning, liquid investments. Cash equivalents and investments, all of which are classified as available-for-sale securities, consisted of the following: December 31, 2022 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized (Loss) Estimated Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized (Loss) Estimated Fair Value (in thousands) Money market deposits $ 283,358 $ — $ — $ 283,358 $ 10,041 $ — $ — $ 10,041 Liquid demand deposits 125,596 — — 125,596 — — — — U.S. Treasury securities (1) 358,385 — (12,328) 346,057 689,640 1,081 (2,624) 688,097 Corporate bonds and notes (1) 24,045 — (516) 23,529 52,729 — (392) 52,337 Municipal securities 65,973 1 (3,259) 62,715 89,814 261 (613) 89,462 Total $ 857,357 $ 1 $ (16,103) $ 841,255 $ 842,224 $ 1,342 $ (3,629) $ 839,937 Classified as: Cash equivalents (2) $ 408,954 $ 10,041 Short-term investments 432,301 829,896 Total $ 841,255 $ 839,937 (1) Per the Company’s investment policy, all debt securities are classified as short-term investments irrespective of holding period. (2) Cash equivalents includes cash sweep accounts, liquid demand deposits and U.S. Treasury money market mutual funds. The Company invests in U.S. Treasuries, U.S. agency and high quality municipal bonds which mature at par value and are all paying their coupons on schedule. The Company has therefore concluded there is currently no other than temporary impairment of its investments and will continue to recognize unrealized gains and losses in other comprehensive income (loss). The Company sold $248.5 million and $187.6 million of investments during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, the amount of gross realized losses upon sales of investments were $0.9 million. The amount of gross realized gains and losses in 2021 were insignificant. The Company uses the specific investment identification method to calculate realized gains and losses and amounts reclassified out of other comprehensive income to net income. As of December 31, 2022, the Company had 61 investments in an unrealized loss position in its portfolio. The fair value for investment securities at an unrealized loss position as of December 31, 2022 was $430.8 million. he Company has assessed the unrealized loss position for available-for-sale debt securities for which an allowance for credit losses has not been recorded. The following table presents debt securities available-for-sale that were in an unrealized loss position as of December 31, 2022, aggregated by major security type and length of time in a continuous loss position. Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss (in thousands) U.S. Treasury securities $ 18,677 $ (565) $ 327,374 $ (11,762) $ 346,051 $ (12,327) Corporate bonds and notes — — 23,529 (516) 23,529 (516) Municipal securities 16,371 (127) 44,843 (3,133) 61,214 (3,260) Total $ 35,048 $ (692) $ 395,746 $ (15,411) $ 430,794 $ (16,103) The following table summarizes the Company’s portfolio of available-for-sale securities by contractual maturity as of December 31, 2022: December 31, 2022 Amortized Cost Fair Value (in thousands) Less than or equal to one year $ 329,499 $ 320,708 Greater than one year but less than five years 118,904 111,593 Total $ 448,403 $ 432,301 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components | |
Balance Sheet Components | 6. Balance Sheet Components Credit Losses The following is a roll-forward of the allowances for credit losses related to trade accounts receivable for the years ended December 31, 2022, 2021 and 2020: December 31, December 31, December 31, 2022 2021 2020 (in thousands) Beginning balance $ 2,429 $ 4,220 $ 2,919 Cumulative-effect adjustment upon adoption of ASU 2016-13 — — 404 Provision for credit losses 1,770 (156) 1,354 Write offs (369) (1,635) (457) Ending balance $ 3,830 $ 2,429 $ 4,220 Property and Equipment, net The Company’s property and equipment consisted of the following: December 31, December 31, Useful Life 2022 2021 (in thousands) Machinery and equipment 3-5 years $ 66,262 $ 33,722 Computer equipment 3 years 1,308 4,893 Purchased and capitalized software held for internal use 3 years 5,464 2,395 Leasehold improvements Lesser of useful life or lease term 29,747 13,640 Construction-in-process 25,370 30,279 128,151 84,929 Less: Accumulated depreciation and amortization (35,698) (19,413) Total Property and Equipment, net $ 92,453 $ 65,516 The Company’s property and equipment are primarily located in the United States. During the years ended December 31, 2022 and 2021, depreciation expense of $16.7 million and $11.3 million was recorded, respectively. There were no material write-offs of fully depreciated assets in the year ended December 31, 2022. During the year ended December 31, 2021, the Company wrote off $41.9 million in fully depreciated assets. The Company did not incur any material impairment charges during the year ended December 31, 2022 or December 31, 2021. Accrued Compensation The Company’s accrued compensation consisted of the following: December 31, December 31, 2022 2021 (in thousands) Accrued paid time off $ 2,930 $ 2,567 Accrued commissions 11,821 15,726 Accrued bonuses 20,426 15,854 Other accrued compensation 8,833 6,794 Total accrued compensation $ 44,010 $ 40,941 Other Accrued Liabilities December 31, December 31, 2022 2021 (in thousands) Reserves for refunds to insurance carriers $ 18,948 $ 17,210 Accrued charges for third-party testing 17,036 5,849 Testing and laboratory materials from suppliers 13,281 3,799 Marketing and corporate affairs 8,943 7,853 Legal, audit and consulting fees 36,710 11,758 Accrued shipping charges 485 969 Sales and income taxes payable 4,319 2,230 Accrued third-party service fees 6,631 13,442 Clinical trials and studies 23,301 11,218 Operating lease liabilities, current portion 7,639 5,752 Property and equipment purchases 1,821 1,853 Other accrued interest 1,078 1,078 Other accrued expenses 4,022 10,342 Total other accrued liabilities $ 144,214 $ 93,353 Reserves for refunds to insurance carriers include overpayments from and amounts to be refunded to insurance carriers, and additional amounts that the Company estimates for potential refund requests during the period. When and if these previously accrued amounts are no longer required based on actual refunds requested, any remaining reserve amounts are released. When the Company releases these previously accrued amounts, they are recognized as product revenues in the statements of operations and comprehensive loss. The following table summarizes the reserve balance and activities for refunds to insurance carriers for the years ended December 31, 2022 and 2021: December 31, December 31, 2022 2021 (in thousands) Beginning balance $ 17,210 $ 17,366 Additional reserves 23,718 16,340 Refunds to carriers (14,558) (10,784) Reserves released to revenue (7,422) (5,712) Ending balance $ 18,948 $ 17,210 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases. | |
Leases | 7. Leases Operating Leases 36-month 24-month one December 31, 2022 (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 7,639 Operating lease liabilities, long-term portion 76,577 Total operating lease liabilities $ 84,216 7.53 The Company continues to recognize lease expense on a straight-line basis. The lease expense includes the amortization of the right-of-assets with the associated interest component estimated by applying the effective interest method. Total lease expense recognized in the statements of operations and comprehensive loss were $13.8 million, $10.9 million, and $7.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Cash paid for amounts in the measurement of operating lease liabilities totaled $9.4 million, $10.3 million, and $9.0 million for the years ended December 31, 2022, 2021, and 2020, respectively. The present value of the future minimum lease payments under all non-cancellable operating leases as of December 31, 2022 is as follows: Operating Leases (in thousands) Year ending December 31: 2023 $ 12,443 2024 16,007 2025 16,352 2026 16,732 2027 13,676 2028 and thereafter 33,992 Total future minimum lease payments 109,202 Less: imputed interest (24,986) Operating lease liabilities $ 84,216 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | 8. Commitments and Contingencies Legal Proceedings The Company is involved in legal matters, including investigations, subpoenas, demands, disputes, litigation, requests for information, and other regulatory or administrative actions or proceedings, including those with respect to intellectual property, testing and test performance, billing, reimbursement, marketing, short seller and media allegations, employment, and other matters. An independent committee of the Company’s board of directors initiated and has completed an internal investigation into the allegations made in a March 2022 short seller report, with the assistance of the law firm of WilmerHale LLP. WilmerHale had access to company executives, personnel, records, communications, and documents. Based on the investigation, the independent committee, on behalf of the board, has concluded that the allegations of wrongdoing against the Company in the report were unfounded. The Company is responding to ongoing regulatory and governmental investigations, subpoenas and inquiries, and contesting its current legal matters, but cannot provide any assurance as to the ultimate outcome with respect to any of the foregoing. There are many uncertainties associated with these matters. Such matters may cause the Company to incur costly litigation and/or substantial settlement charges, divert management attention, result in adverse judgments, fines, penalties, injunctions or other relief, and may result in loss of customer or investor confidence regardless of their merit or ultimate outcome. In addition, the resolution of any intellectual property litigation may require the Company to make royalty payments, which could adversely affect gross margins in future periods. If any of the foregoing were to occur, the Company's business, financial condition, results of operations, cash flows, prospects, or stock price could be adversely affected. The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual in its financial statements. When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation or other matters may be unsupported, exaggerated or unrelated to possible outcomes, and as such are not meaningful indicators of its potential liability. Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. During the periods presented, the Company does not believe there are such matters that will have a material effect on the financial statements. Intellectual Property Litigation Matters. The Company has been involved in two patent litigations against CareDx, Inc. (“CareDx”) in the United States District Court for the District of Delaware (“CareDx Patent Cases”). In the first CareDx Patent Case, CareDx alleged, in a complaint filed jointly with the Board of Trustees of the Leland Stanford Junior University (“Stanford”) in March 2019 and amended in March 2020, that the Company infringed three patents. The complaint sought unspecified damages and injunctive relief. In September 2021, the Court granted the Company’s motion for summary judgment, finding all three patents invalid. This finding was affirmed on appeal in July 2022 by the United States Court of Appeals for the Federal Circuit, and CareDx’s petition for a rehearing has been denied. In the second CareDx Patent Case, the Company alleges, in suits filed in January 2020 and May 2022, infringement by CareDx of three of the Company’s patents, seeking unspecified damages and injunctive relief. The case is currently pending and is scheduled for trial in January 2024. The Company has filed suit against ArcherDX, Inc. (“ArcherDX”) in the United States District Court for the District of Delaware, alleging, in complaints and amended complaints filed in January, April, and August of 2020, which cases were consolidated in September 2020, that certain ArcherDX products infringe five of the Company’s patents (the “ArcherDX case”). In January 2021, the Company filed a second amended complaint naming an additional Archer DX entity, ArcherDx LLC, and Invitae Corp. as defendants. The Company is seeking unspecified monetary damages and injunctive relief. Trial is currently scheduled for May 2023. The Company is the subject of a lawsuit filed against it by Ravgen, Inc. (“Ravgen”) in June 2020 in the United States District Court for the Western District of Texas, alleging infringement of two Ravgen patents. The complaint seeks monetary damages and injunctive relief. Various parties, including Natera, have filed petitions challenging the validity of the asserted patents with the United States Patent and Trademark Office, all of which were instituted for review. The petitions filed by the Company and certain others remain pending. The lawsuit against the Company has been stayed pending the outcome of these petitions. The Company was involved in litigation against Progenity, Inc. (“Progenity”), in which the Company alleged that Progenity’s NIPT test infringes six of the Company’s patents. Progenity sought declaratory judgment of non-infringement of the Company’s asserted patents, and petitioned the Patent Trial and Appeal Board of the United States Patent and Trademark Office for inter partes review of all of the Company’s asserted patents. In August 2021, the parties entered into a settlement agreement to settle the matters described above. In October 2020, the Company filed suit against Genosity Inc. (“Genosity”), in the United States District Court for the District of Delaware, alleging that various Genosity products infringe one of the Company’s patents and seeking unspecified monetary damages and injunctive relief. In April 2022, the Court granted the parties’ stipulated request to stay the case pending the entry of a final judgment in the ArcherDX Litigation, in which the subject patent is also asserted. In January 2021, the Company filed suit against Inivata, Inc. and Inivata Ltd. (collectively “Inivata”) in the United States District Court for the District of Delaware. The complaint, amended by the Company in May 2021, alleges that various Inivata oncology products infringe two of the Company’s patents and seeks unspecified monetary damages and injunctive relief. Inivata filed a motion to dismiss the Company’s amended complaint, which the Court denied in March 2022. The Company is the subject of lawsuits filed against it by Invitae Corp. (“Invitae”) in the United States District Court of the District of Delaware alleging, in complaints filed in May and November of 2021, infringement of three patents and seeking monetary damages and injunctive relief. Other Litigation Matters. In August 2019, a suit was filed against the Company in the Circuit Court of Cook County, Illinois by a patient alleging claims relating to a discordant test result and seeking monetary damages. The suit was dismissed in June 2021. The Company is involved in litigation with CareDx. CareDx filed suit against the Company in April 2019 in the United States District Court for the District of Delaware, alleging false advertising, and related claims based on statements describing studies that concern the Company’s technology and CareDx’s technology, seeking unspecified damages and injunctive relief. In February 2020, the Company filed a counterclaim against CareDx in the United States District Court for the District of Delaware, alleging false advertising, unfair competition and deceptive trade practices and seeking unspecified damages and injunctive relief. In March 2022, after trial, the jury returned a verdict that Natera was liable to CareDx and found damages of $44.9 million. The jury also returned a verdict against CareDx, finding that CareDx had engaged in false advertising. The Company has filed a motion for judgment as a matter of law, requesting that the Court set aside the portions of the jury verdict adverse to Natera and issue a judgment accordingly. Because the Court has not issued an order of judgment, and because the motion for judgment as a matter of law remains pending, Natera does not consider a loss related to this matter to be probable and estimable. The Company is involved in litigation against Guardant, Inc. (“Guardant”). On or about May 27, 2021, Guardant filed suit against the Company in the United States District Court of the Northern District of California alleging false advertising and related claims and seeking unspecified damages and injunctive relief. On or about May 28, 2021, the Company filed suit against Guardant in the Western District of Texas, alleging false advertising and related claims. The Company has voluntarily dismissed its Texas suit against Guardant. In the California action, the Company has answered Guardant’s complaint and has asserted the claims from the action it dismissed in Texas as counterclaims, seeking unspecified damages and injunctive relief. In August 2021, Guardant moved to dismiss the Company’s counterclaims, which motion was denied in all material respects. Trial is currently scheduled for July 2023. In November 2021, a purported class action lawsuit was filed against the Company in the United States District Court for the Northern District of California, by a patient alleging various causes of action relating to the Company’s patient billing and seeks, among other relief, class certification, injunctive relief, restitution and/or disgorgement, attorneys’ fees, and costs. The Company has filed a motion to dismiss the lawsuit, which is currently pending before the Court. In February 2022, two purported class action lawsuits were filed against the Company in the United States District Court for the Northern District of California. Each suit was filed by an individual patient alleging various causes of action related to the marketing of Panorama and seeking, among other relief, class certification, monetary damages, attorneys’ fees, and costs. In May 2022, these matters were consolidated into one lawsuit. The Company has filed a motion to dismiss the consolidated lawsuit, which is currently pending before the Court. In March 2022, a purported class action lawsuit was filed against the Company and certain of its management in the Supreme Court of the State of New York, County of New York, asserting claims under Sections 11, 12, and 15 of the Securities Act of 1933. The complaint alleges, among other things, that the Company failed to disclose certain information regarding its Panorama test. The complaint seeks, among other relief, monetary damages, attorneys’ fees, and costs. In July 2022, the parties filed a request for dismissal of the lawsuit. This matter has been dismissed and the claims raised in this matter were included in the lawsuit discussed below. A purported class action lawsuit was filed against the Company and certain of its management in the United States District Court for the Western District of Texas, asserting claims under Sections 10(b) and 20(a) of the Securities Act of 1934 and Rule 10b-5 thereunder. The complaint, filed in April 2022 and amended in October 2022 (to include, among others, the claims raised in the lawsuit discussed in the preceding paragraph), alleges, among other things, that the management defendants made materially false or misleading statements, and/or omitted material information that was required to be disclosed, about certain of the Company’s products and operations. The complaint seeks, among other relief, monetary damages, attorneys’ fees, and costs. The Company has filed a motion to dismiss this lawsuit, which is currently pending before the Court. Director and Officer Indemnifications As permitted under Delaware law, and as set forth in the Company’s Amended and Restated Certificate of Incorporation and its Amended and Restated Bylaws, the Company indemnifies its directors, executive officers, other officers, employees and other agents for certain events or occurrences that may arise while in such capacity. The maximum potential amount of future payments the Company could be required to make under this indemnification is unlimited; however, the Company has insurance policies that may limit its exposure and may enable it to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, the Company believes any obligations under this indemnification would not be material, other than standard retention amounts for securities related claims. However, no assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case the Company may incur substantial liabilities as a result of these indemnification obligations. Third-Party Payer Reimbursement Audits From time to time, the Company receives recoupment requests from third-party payers for alleged overpayments. The Company disagrees with the contentions of pending requests and/or has recorded an estimated reserve for the alleged overpayments. Contractual Commitments The following table sets forth the material unconditional purchase obligations and contractual commitments as of December 31, 2022 with a remaining term of at least one year: Party Total Commitments Expiry Date (in thousands) Laboratory instruments supplier $ 16,900 December 2024 Material suppliers 15,665 June 2026 Application service providers 23,095 March 2026 Earnouts for development with third party (1) 2,679 March 2023 Other suppliers 20,014 Various Total $ 78,353 (1) The earnouts for asset development represent the potential earnout payments for asset development with the acquired Canadian entity which are to be achieved upon the satisfaction of certain contractual conditions less the portion accrued on the Company’s Consolidated Balance Sheet. Upon achievement, the earnout consideration will primarily be paid in shares of the Company’s common stock, calculated based upon the fair market value of the Company’s common stock at the time such shares are issued. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation Equity Plans 2015 Equity Incentive Plan General Share Reserve The initial number of shares of the Company’s common stock available for issuance under the 2015 Plan was 3,451,495 shares. The number of shares reserved for issuance under the 2015 Plan will be increased automatically on the first business day of each fiscal year, commencing in 2016, by a number equal to the least of ● 3,500,000 shares; ● 4% of the shares of common stock outstanding on the last business day of the prior fiscal year; or ● the number of shares determined by the Company’s board of directors. Stock options vest as determined by the compensation committee. In general, they will vest over a four-year period following the date of grant. Stock options expire at the time determined by the compensation committee but in no event more than ten years Restricted Shares and Stock Units. 2015 Employee Stock Purchase Plan General Share Reserve. ● 880,000 shares; ● 1% of the shares of common stock outstanding on the last business day of the prior fiscal year; or ● the number of shares determined by the Company’s board of directors. The number of shares reserved under the 2015 ESPP will automatically be adjusted in the event of a stock split, stock dividend or a reverse stock split (including an adjustment to the per-purchase period share limit). Purchase Price. Offering Periods. The following table summarizes the offering activity during the years ended December 31, 2022 and 2021: Number of Total Shares Purchased Proceeds Offering Period (in thousands) November 1, 2020 - April 30, 2021 106,435 $ 6,085 May 1, 2021 - October 31, 2021 79,820 $ 7,465 November 1, 2021 - April 30, 2022 284,583 $ 8,496 May 1, 2022 - October 31, 2022 171,721 $ 4,541 Stock Options The following table summarizes option and RSU activity during the year ended December 31, 2022: Outstanding Options Weighted- Weighted- Average Shares Average Remaining Aggregate Available for Number of Exercise Contractual Intrinsic Grant Shares Price Life Value (in thousands, except for contractual life and exercise price) (in years) Balance at December 31, 2021 4,319 5,900 $ 17.54 5.40 $ 451,505 Additional shares authorized 3,500 — $ — Options granted (266) 266 $ 61.30 Options exercised — (828) $ 7.74 Options forfeited/cancelled 38 (38) $ 39.92 RSUs granted (5,039) RSUs forfeited/cancelled 711 Balance at December 31, 2022 3,263 5,300 $ 21.11 4.84 $ 131,385 Exercisable at December 31, 2022 4,585 $ 12.27 4.29 $ 129,670 Vested and expected to vest at December 31, 2022 5,253 $ 20.62 4.81 $ 131,276 The total intrinsic value of stock options exercised during the years ended December 31, 2022, 2021, and 2020 were $26.9 million, $97.0 million, and $184.7 million, respectively. The weighted-average grant date fair value of options granted during the years ended December 31, 2022, 2021, and 2020 were $61.30, $104.03, and $27.70 per share, respectively. Performance-based Awards The Company grants certain senior-level executives performance stock options and units which vest based on either market and time-based service conditions or performance and time-based service conditions, which are referred to herein as performance-based awards. The Company has assessed the performance-based award with the appropriate valuation method and has recognized the applicable stock-based compensation expense. The following table summarizes the performance-based and market-based awards as of December 31, 2022: Period Granted Options Granted RSUs Granted Options Vested RSUs Vested Milestone Valuation Method (in thousands) Q1 2020 150 300 150 300 (1) Monte-Carlo Simulation Q1 2020 — 436 — 408 (3) Grant Date Stock Price Q1 2020 129 — 129 — (3) Black-Scholes-Merton Q2 2020 — 21 — 21 (3) Grant Date Stock Price Q3 2020 10 — 10 — (4) Black-Scholes-Merton Q3 2020 — 27 — 17 (3) Grant Date Stock Price Q4 2020 — 32 — 19 (1) Monte-Carlo Simulation Q4 2020 — 22 — 2 (5) Grant Date Stock Price Q1 2021 150 125 — — (1) Monte-Carlo Simulation Q1 2021 — 279 — 15 (3) Grant Date Stock Price Q2 2021 163 — — — (1) Monte-Carlo Simulation Q2 2021 29 — — — (3) Black-Scholes-Merton Q2 2021 — 7 — 2 (3) Grant Date Stock Price Q4 2021 — 20 — — (1) Monte-Carlo Simulation Q4 2021 — 205 — 37 (3) Grant Date Stock Price Q1 2022 110 — — — (3) Black-Scholes-Merton Q1 2022 — 849 — — (3) Grant Date Stock Price Q2 2022 — 103 — — (3) Grant Date Stock Price Q3 2022 — 54 — 4 (2) Grant Date Stock Price Q4 2022 — 4 — — (2) Grant Date Stock Price (1) The awards vest based on the achievement of certain values of the Company’s common stock at multiple thresholds within certain periods and are contingent upon the completion of requisite service through the date of such vesting. (2) The vesting of the awards will be triggered after the end of the achievement milestone, as measured by the Company. (3) The awards vest based on achievement of certain revenue targets, units, and system implementation, contingent upon the completion of requisite service through the date of such vesting. (4) The awards have vested based on a change of coverage. (5) The awards will vest based on achievement of certain revenue and recruiting targets. The Company has recognized $48.2 million in stock-based compensation for performance-based awards for the year ended December 31, 2022 compared to $50.3 million in stock-based compensation for performance-based awards for the year ended December 31, 2021. No performance-based awards December 31, December 31, 2022 2021 Risk-free interest rate — 0.80 % — 1.52 % Expected dividend yield — — Expected volatility — 60 % Expected term (years) — 7.25 — 10.00 Restricted Stock Units The following table summarizes unvested restricted stock unit (“RSU”) activity for the year ended December 31, 2022: Weighted- Average Number of Grant Date Shares Fair Value (in thousands) Balance at December 31, 2021 3,988 $ 74.33 Granted 5,039 $ 43.82 Vested (1,480) $ 58.58 Cancelled/Forfeited (711) $ 56.26 Balance at December 31, 2022 6,836 $ 57.12 Stock-Based Compensation Expense Stock based compensation is related to stock options and RSUs granted to the Company’s employees and 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 on a straight-line basis. No compensation cost is recognized when the requisite service has not been met and the awards are therefore forfeited. Employee stock-based compensation expense was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods, if actual forfeitures differ from those estimates. Non-employee stock-based compensation expense was not adjusted for estimated forfeitures up until the occurrence of the actual forfeiture of the associated awards. The following table presents the effect of employee and non-employee stock-based compensation expense on selected statements of operations line items for the years ended December 31, 2022, 2021, and 2020. Year ended December 31, 2022 2021 2020 Employee Non-Employee Total Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 7,905 $ — $ 7,905 $ 4,811 $ — $ 4,811 $ 1,691 $ — $ 1,691 Research and development 44,655 1,890 46,545 24,507 1,361 25,868 10,777 647 11,424 Selling, general and administrative 97,379 555 97,934 84,368 172 84,540 36,747 309 37,056 Total $ 149,939 $ 2,445 $ 152,384 $ 113,686 $ 1,533 $ 115,219 $ 49,215 $ 956 $ 50,171 As of December 31, 2022, approximately $265.1 million of unrecognized compensation expense, adjusted for estimated forfeitures, related to unvested option awards and RSUs will be recognized over a weighted-average period of approximately 2.6 years. Valuation of Stock Option Grants to Employees and Non-Employees The Company utilizes Black-Scholes option pricing model when estimating the fair value of stock options. The following valuation assumptions were applied on both the employee and non-employee options. In the same period of the prior year, the valuation assumptions as follows were only used for stock options granted to employees. Year ended December 31, 2022 2021 2020 Expected term (years) 5.12 — 10.00 5.11 — 10.00 5.22 — 10.00 Expected volatility 55.91 % — 62.30 % 55.33 % — 63.30 % 49.94 % — 61.96 % Expected dividend rate 0 % 0 % 0 % Risk-free interest rate 1.62 % — 4.16 % 0.81 % — 1.67 % 0.31 % — 1.70 % As of December 31, 2022, total options outstanding include 2,860 shares of option awards that were granted to non-employees, of which all are vested. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock option is earned and the services are rendered. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of the services rendered. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Debt | 10. Debt Credit Line Agreement In September 2015, the Company entered into a credit line with UBS (the “Credit Line”) providing for a $50.0 million revolving line of credit which can be drawn down in increments at any time. The Credit Line was amended in July 2017 and bears interest at 30-day LIBOR plus 1.10%, and it is secured by a first priority lien and security interest in the Company’s money market and marketable securities held in its managed investment account with UBS. The Credit Line was subsequently increased from $50.0 million to $150.0 million in 2020. The interest rate was subsequently changed to the 30-day SOFR average, plus 1.21% in 2022. The SOFR rate is variable. The Credit Line is secured by a first priority lien and security interest in the Company’s money market and marketable securities held in its managed investment account with UBS. UBS has the right to demand full or partial payment of the Credit Line obligations and terminate the Credit Line, in its discretion and without cause, at any time. For the years ended December 31, 2022, 2021, and 2020, the Company recorded interest expense of $1.6 million, $0.6 million, and $0.8 million, respectively. Interest payments totaling $1.6 million, $0.6 million, and $0.8 million had been made on the Credit Line during the years ended December 31, 2022, 2021, and 2020, respectively. As of December 31, 2022, remaining accrued interest was $0.4 million, and the total principal amount outstanding including accrued interest was $80.4 million. Convertible Notes ● During any fiscal quarter commencing after September 30, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day. ● During the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of that five -day consecutive trading period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day. ● If the Company calls any or all of the Convertible Notes for redemption at any time prior to the close of business on the second business day prior to the redemption date. ● Upon the occurrence of certain distributions. ● Upon the occurrence of specified corporate transactions. December 31, 2022 (in thousands) Liability Component Outstanding Principal $ 287,500 Unamortized debt discount and debt issuance cost (5,847) Net carrying amount $ 281,653 The following table presents total interest expense recognized related to the Convertible Notes during the year ended December 31, 2022: December 31, 2022 (in thousands) Cash interest expense Contractual interest expense $ 6,469 Non-cash interest expense Amortization of debt discount and debt issuance cost 1,259 Total interest expense $ 7,728 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
Stockholders' Equity | 11. Stockholders’ Equity In September 2020, the Company completed an underwritten equity offering and sold 4,791,665 shares of its common stock at a price of $60 per share to the public. Before offering expenses of $0.3 million, the Company received proceeds of $271.0 million net of the underwriting discount. In July 2021, the Company completed an underwritten equity offering and sold 5,175,000 shares of its common stock at a price of $113 per share to the public. Before offering expenses of $0.4 million, the Company received proceeds of $551.2 million net of the underwriting discount. On September 10, 2021, the Company entered into an agreement with a third party for an asset acquisition where the acquired asset was in-process research and development primarily in exchange for an equity consideration payment. The total upfront acquisition consideration amounts to $35.6 million composed of the issuance of 276,346 shares of the Company's common stock with a fair value of $30.9 million, approximately $3.9 million of cash consideration, assumed net liabilities of $0.2 million, as well as $0.6 million of acquisition related legal and accounting costs directly attributable to the acquisition of the asset. In November 2022, the remaining consideration was modified, resulting in a $10.0 million milestone payment primarily made in the form of equity in December 2022 and a remaining $15.0 million milestone payment estimated to be payable by March 31, 2023 primarily in the Company’s stock. In November 2022, the Company completed an underwritten equity offering and sold 13,144,500 shares of its common stock at a price of $35 per share to the public. Before offering expenses of $0.5 million, the Company received proceeds of $433.2 million net of the underwriting discount. As of December 31, 2022, the Company had 50,000,000 authorized shares of its preferred stock, of which no shares were issued and outstanding outstanding |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company's effective tax rates for the years ended December 31, 2022, 2021, and 2020 differ from the U.S. federal statutory rate as follows: December 31, 2022 2021 2020 (in thousands, except percentages) U.S. federal taxes (benefit) at statutory rate $ (114,832) (21.00) % $ (98,931) (21.00) % $ (48,226) (21.00) % State tax expense (21,676) (3.96) % (29,206) (6.20) % (10,672) (4.65) % Research and development credits (7,024) (1.28) % (9,193) (1.95) % (3,964) (1.73) % Stock-based compensation 3,949 0.72 % (46,128) (9.80) % (23,791) (10.36) % Foreign tax 332 0.06 % 167 0.04 % 55 0.02 % Other nondeductible items 1,964 0.36 % 344 0.07 % 792 0.35 % Nondeductible officers' compensation 4,883 0.89 % 24,387 5.18 % 8,984 3.91 % Acquisition costs 3,226 0.59 % 8,901 2 % — — % Change in valuation allowance 130,156 23.80 % 150,277 31.90 % 76,920 33.50 % Provision for income taxes $ 978 0.18 % $ 618 0.13 % $ 98 0.04 % During the year ended December 31, 2022, the Company recorded total income tax expense of $1.0 million. The Company provides testing to clinics and also licenses its cloud-based software to licensees that are based in a foreign country, which contributed to a foreign income tax expense of $0.4 million. Total income tax expense also included a state income tax expense of $0.6 million for the year ended December 31, 2022. During the year ended December 31, 2021, the Company recorded total income tax expense of $0.6 million. The Company provides testing to clinics and also licenses its cloud-based software to licensees that are based in a foreign country, which contributed to a foreign income tax expense of $0.3 million. Total income tax expense also included a state income tax expense of $0.3 million for the year ended December 31, 2021. During the year ended December 31, 2020, the Company recorded total income tax expense of $0.1 million, which included foreign withholding tax expense and state income tax benefit. Deferred income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes as well as net operating loss and tax credit carryforwards. The components of the net deferred income tax assets are as follows: December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 358,109 $ 315,552 Intangibles 4,068 4,443 Research and development tax credit carryforwards 52,319 38,725 Capitalized research costs 59,128 — Reserves and accruals 22,781 14,098 Lease Liabilities 21,000 16,843 Deferred revenue 5,094 6,363 Stock-based compensation 23,814 15,928 Total deferred tax assets before valuation allowance 546,313 411,952 Less: valuation allowance (526,235) (396,079) Total deferred tax assets after valuation allowance 20,078 15,873 Deferred tax liabilities: Fixed Assets (1,219) — Right-of-use lease assets (18,859) (15,873) Total deferred tax liabilities (20,078) (15,873) Net deferred tax assets $ — $ — The Company established a full valuation allowance against its net deferred tax assets in 2022 and 2021 due to the uncertainty surrounding realization of these assets. The valuation allowance increased to $526.2 million as of 2022 from $396.1 million as of 2021 due to current year losses and credits claimed. As of December 31, 2022, the Company had federal, state, and foreign net operating loss (“NOLs”) carryforwards of approximately $1.4 billion, $1.0 billion, and $3.8 million, respectively, which begin to expire in 2027, 2028, and 2031, respectively, if not utilized. Approximately $1.1 billion of federal net operating loss included above can be carried forward indefinitely. The Company also had federal research and development credit carryforwards of approximately $48.9 million, which begin to expire in 2027, and state research and development credit carryforwards of approximately $29.7 million, which can be carried forward indefinitely. Realization of these deferred tax assets would require $2.0 billion in taxable income to fully utilize. Realization is dependent on generating sufficient taxable income prior to expiration of the loss and credit carryforwards. Federal, state and foreign tax laws impose substantial restrictions on the utilization of NOLs and credit carryforwards in the event of an "ownership change" for tax purpose, as defined in Section 382 of the Internal Revenue Code. Accordingly, the Company's ability to utilize these carryforwards may be limited as the result of such ownership change. Such a limitation could result in limitation in the use of the NOLs in future years and possibly a reduction of the NOLs available. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: December 31, 2022 2021 2020 (in thousands) Balance at beginning of year $ 17,514 $ 11,500 $ 8,619 Additions based on tax positions related to the current year 6,301 6,017 2,889 Additions (reductions) for tax positions of prior years 29 (3) (8) Balance at end of year $ 23,844 $ 17,514 $ 11,500 During the years ended December 31, 2022, 2021, and 2020, the amount of unrecognized tax benefits increased $6.3 million, $6.0 million, and $2.9 million, respectively, due to additional research and development credits generated during the year. As of December 31, 2022, 2021, and 2020, the total amount of unrecognized tax benefits was $23.8 million, $17.5 million, and $11.5 million, respectively. The reversal of the uncertain tax benefits would not affect the Company's effective tax rate to the extent that it continues to maintain a full valuation allowance against its deferred tax assets. The Company is subject to U.S. federal, state, and foreign income taxes. Tax regulations within each jurisdiction are subject to the interpretation of the related tax laws and regulations, and require significant judgment to apply. The Company is subject to U.S. federal, state and local tax examinations by tax authorities for all prior tax years since incorporation. The Company does not anticipate significant changes to its current uncertain tax positions through December 31, 2022. The Company recognizes any interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2022, there were no |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Net Loss per Share | 13. Net Loss per Share Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period, excluding shares subject to repurchase and without consideration of potentially dilutive securities. Diluted net loss per share is computed by giving effect to all potentially dilutive common shares outstanding for the period. For purposes of this computation, outstanding common stock options, and restricted stock units are considered to be common share equivalents. Common share equivalents are excluded from the computation in periods in which they have an anti-dilutive effect, unless the consideration of any one of them gives a dilutive effect. The Convertible Notes are convertible as of December 31, 2022. Upon conversion, the Company has the option to pay cash, issue shares of common stock, or any combination thereof for the aggregate amount due upon conversion. If converted, the value of the Convertible Notes based on contractual settlement provisions would exceed its principal amount by $5.1 million as of December 31, 2022. Since the Company is in a net loss position in the periods presented, the shares which would be issued upon conversion of the Convertible Notes are excluded from the net loss per share calculation as it would have an antidilutive effect. As such, the 7.4 million shares underlying the conversion option of the Convertible Notes will not have an impact on the Company’s diluted earnings per share. If converted, the Company does not intend to settle the obligation in cash. The following table provides the basic and diluted net loss per share computations for the years ended December 31, 2022, 2021, and 2020: December 31, 2022 2021 2020 (in thousands, except per share data) Numerator: Net loss used to compute net loss per share, basic and diluted $ (547,799) $ (471,716) $ (229,743) Denominator: Weighted-average number of shares used in computing net loss per share, basic and diluted 98,408 90,558 81,011 Net loss per share, basic and diluted $ (5.57) $ (5.21) $ (2.84) The following table shows the potentially dilutive common stock equivalents that were excluded from the computations of diluted net loss per share as their effect would be anti-dilutive, as of December 31, 2022, 2021, and 2020: December 31, 2022 2021 2020 (in thousands) Options to purchase common stock 5,300 5,898 6,707 Restricted stock units 6,836 3,988 4,188 Employee stock purchase plan 90 33 37 Convertible Note 7,411 7,411 7,411 Estimated earnout shares for an asset acquisition 361 353 — 19,998 17,683 18,343 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events None. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). Some items in the prior period financial statements, including product revenues and costs of product revenues, were reclassified to conform to the current presentation. Revenues and costs related to tests associated with research use only (“RUO”) and companion diagnostics purposes are classified in product revenues and cost of product revenue, respectively. To conform with the presentation in the current period, (i) revenues related to these products during the years ended December 31, 2021 2020 2021 2020 |
Liquidity Matters | Liquidity Matters The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. The Company had a net loss of $547.8 million for the year ended December 31, 2022 and an accumulated deficit of $1.9 billion as of December 31, 2022. As of December 31, 2022, the Company had $466.1 million in cash, cash equivalents, and restricted cash, $432.3 million in marketable securities, $80.4 million of outstanding balance of the Credit Line (as defined in Note 10, Debt) including accrued interest, and $287.5 million outstanding principal balance of its 2.25% Convertible Senior Notes (the “Convertible Notes”). As of December 31, 2022, the Company had $70.0 million remaining available on the Credit Line. While the Company has introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations and business plans. Accordingly, the Company has funded the portion of its operating costs and business plans that exceed revenues through a combination of equity issuances, debt issuances, and other financings. The Company continues to invest in the development and commercialization of its existing and future products and, consequently, it will need to generate additional revenues to achieve future profitability and may need to raise additional equity or debt financing. If the Company raises additional funds by issuing equity securities, its stockholders will experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and requires significant debt service payments, which diverts resources from other activities. Additional financing may not be available when necessary, or in amounts or on terms acceptable to the Company. If the Company is unable to obtain additional financing, it may be required to delay or slow its investment in the development and commercialization of its products and significantly scale back its business and operations. On September 10, 2021, the Company entered into an agreement with a third party for an asset acquisition where the acquired asset was in-process research and development primarily in exchange for an equity consideration payment. In addition, pursuant to the agreement, certain employees of the third party became employees of the Company. The third party was a biotechnology company focused on oncology. The total upfront acquisition consideration amounts to $35.6 million composed of the issuance of 276,346 shares of the Company's common stock with a fair value of $30.9 million, approximately $3.9 million of cash consideration, assumed net liabilities of $0.2 million, as well as $0.6 million of acquisition related legal and accounting costs directly attributable to the acquisition of the asset. The Company accounted for the transaction as an asset acquisition as substantially all of the estimated fair value of the gross assets acquired was concentrated in a single identified in-process research and development asset (“IPR&D”) thus satisfying the requirements of the screen test in ASU 2017-01. The estimated fair value of the acquired workforce was not significant. The Company concluded the acquired IPR&D has no alternative-future use and accordingly expensed approximately $35.6 million, on the day the transaction closed as research and development expense, which is reflected in its consolidated statement of operations. Further, additional consideration aggregating up to approximately $35.0 million may be paid in an estimated 269,547 of additional shares, consistent with the registration statement filed with the SEC on September 10, 2021, that are potentially issuable to legacy shareholders of this third party upon the achievement of defined milestones relating to product development, commercial launch and continued employment of certain selling shareholders, each of which will be revalued at each reporting date and amount of compensation expense will be adjusted accordingly. In November 2022, the remaining consideration was modified, resulting in a $10.0 million milestone payment primarily made in the form of the Company’s stock in December 2022 and a remaining $15.0 million milestone payment estimated to be payable by March 31, 2023 primarily in the form of the Company’s stock. The Company assessed the remaining milestone as probable as of December 31, 2022. As achievement of the milestone is contingent upon the continued employment of certain selling shareholders, the Company accounted for the consideration related to all of the milestones as compensation expenses and recognized these expenses ratably over the estimated performance period. In July 2021, the Company completed an underwritten equity offering and sold 5,175,000 shares of its common stock at a price of $113 per share to the public. Before offering expenses of $0.4 million, the Company received proceeds of $551.2 million net of the underwriting discount. In November 2022, the Company completed an underwritten equity offering and sold 13,144,500 shares of its common stock at a price of $35 per share to the public. Before offering expenses of $0.5 million, the Company received proceeds of $433.2 million net of the underwriting discount. Based on the Company’s current business plan, the Company believes that its existing cash and marketable securities will be sufficient to meet its anticipated cash requirements for at least 12 months after March 1, 2023. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include all the accounts of the Company and its subsidiaries. The Company established a subsidiary that operates in the state of Texas to support the Company’s laboratory and operational functions. The Company established a subsidiary that operates in Canada following the acquisition of the IPR&D asset, which includes a lease for the laboratory space located in Canada. All intercompany balances and transactions have been eliminated. |
Use of Estimates | Use of Estimates Revenue Stock-based compensation Income Taxes Income Taxes Income Taxes Allowance for doubtful accounts Financial Instruments—Credit Losses Inventory Investments and financial instruments Right-of-use assets Property and equipment three years Other accrued liabilities |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash, liquid demand deposits, and money market funds with financial institutions. Highly liquid investments purchased with an original maturity of three months or less are also considered cash equivalents. |
Restricted Cash | Restricted Cash Restricted cash is currently presented as a separate line item in the Company’s balance sheet. In the statements of cash flows, it is included together with cash and cash equivalents and considered as part of the total ending cash balance. The following is the reconciliation between how restricted cash is presented in the balance sheet and the statements of cash flows for all periods presented: December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents in balance sheet $ 466,005 $ 84,386 Restricted cash, current portion in balance sheet 86 228 Total cash, cash equivalents and restricted cash in statements of cash flows $ 466,091 $ 84,614 |
Investments | Investments Investments consist primarily of debt securities such as U.S. Treasuries, U.S. agency and municipal bonds. Management determines the appropriate classification of securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company generally classifies its entire investment portfolio as available-for-sale. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company classifies all investments as short-term, irrespective of maturity date. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity. |
Related Party | Related Party On December 6, 2021, the Company participated along with certain other investors in the series B financing of MyOme, Inc. (“MyOme”), and purchased preferred shares and warrants in exchange for approximately $4.0 million cash payment. Matthew Rabinowitz is the Chairman of the board of directors and Co-Founder of both the Company and MyOme. The Company’s investment in MyOme is recorded at cost and will be evaluated for impairment at the end of each reporting period. |
Fair Value | Fair Value The Company discloses the fair value of financial instruments for financial assets and liabilities for which the value is practicable to estimate. Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). |
Risk and Uncertainties | Risk and Uncertainties Financial instruments that potentially subject the Company to credit risk consist of cash, accounts receivable and investments. The Company limits its exposure to credit loss by placing its cash in financial institutions with high credit ratings. The Company's cash may consist of deposits held with banks that may at times exceed federally insured limits. The Company performs evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. For the years ended December 31, 2022, 2021, and 2020, there were no customers exceeding 10% of total revenues on an individual basis. As of December 31, 2022 and 2021, there were no customers with an outstanding balance exceeding 10% of net accounts receivable. |
Credit Losses | Credit Losses Trade accounts receivable and other receivables. Available-for-sale debt securities. The amended guidance from ASU 2016-13 requires the measurement of expected credit losses for available-for-sale debt securities held at the reporting date over the remaining life based on historical experience, current conditions, and reasonable and supportable forecasts. The Company evaluated its investment portfolio under the new available-for-sale debt securities impairment model guidance. The vast majority of the Company’s investment portfolio are low risk, investment grade securities. |
Revenue Recognition | Revenue Recognition The Company adopted the new revenue recognition guidance, ASC 606, beginning January 1, 2018 on a full retrospective basis. ASC 606 mandates revenue recognition to be evaluated using the following five steps: ● Identification of a contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Revenue recognition when, or as, the performance obligations are satisfied Revenue Recognition, |
Cost of Product Revenues | Cost of Product Revenues The components of our cost of product revenues are material and service costs, impairment charges associated with testing equipment, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with testing samples, electronic medical records, order and delivery systems, shipping charges to transport samples, costs incurred from third party test processing fees, and allocated overhead such as rent, information technology costs, equipment depreciation and utilities. Costs associated with Whole Exome Sequencing (“WES”) are also included, as well as labor costs, relating to our Signatera CLIA offering. Costs associated with performing tests are recorded when the test is accessioned. |
Cost of Licensing and Other Revenues | Cost of Licensing and Other Revenues The components of our cost of licensing and other revenues are material costs associated with test kits sold to Constellation clients, development and support services relating to our strategic partnership agreements, and other costs. |
Research and Development | Research and Development The Company records research and development costs in the period incurred. Research and development costs consist of personnel costs, including stock-based compensation expense, contract services, cost of materials utilized in performing tests, costs of clinical trials and allocated facilities and related overhead expenses. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. The Company incurred advertising costs of $1.8 million, $2.2 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. |
Product Shipment Costs | Product Shipment Costs The Company expenses product shipment costs in cost of product revenues in the accompanying statements of operations. Shipping and handling costs for the years ended December 31, 2022, 2021, and 2020 were $36.0 million, $22.0 million, and $13.3 million, respectively. |
Income Taxes | Income Taxes Income taxes are recorded in accordance with Financial Accounting Standards Board ASC Topic 740, Income Taxes |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation related to stock options and restricted stock units (“RSUs”) 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. No compensation cost is recognized when the requisite service has not been met and the awards are therefore forfeited. For stock options with market conditions, the Company derives the requisite service period using the Monte Carlo simulation model. For stock options and RSUs that vest upon meeting performance conditions or market conditions in combination with performance conditions, the Company derives the requisite service period from the grant date to the date it is probable that the vesting conditions will be met. |
Capitalized Software Held for Internal Use | Capitalized Software Held for Internal Use The Company capitalizes salaries and related costs of employees and consultants who devote time to the development of internal-use software development projects. Capitalization begins during the application development stage, once the preliminary project stage has been completed, which includes successful validation and approval from management. If a project constitutes an enhancement to previously developed software, the Company assesses whether the enhancement is significant and creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases and the Company estimates the useful life of the asset and begins amortization. The Company periodically assesses whether triggering events are present to review internal-use software for impairment. Changes in estimates related to internal-use software would increase or decrease operating expenses or amortization recorded during the reporting period. The Company amortizes its internal-use software over the estimated useful lives of three years. The net book value of capitalized software held for internal use was $5.9 million and $2.3 million as of December 31, 2022 and 2021, respectively. Amortization expense for amounts previously capitalized for the years ended December 31, 2022, 2021, and 2020, was $0.2 million, $1.1 million, and $1.0 million, respectively. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Comprehensive loss and its components encompass all changes in equity other than those with stockholders, and include net loss, unrealized gains and losses on available-for-sale marketable securities, and foreign currency translation adjustments. December 31, 2022 2021 (in thousands) Beginning balance $ (2,287) $ 4,259 Net unrealized loss on available-for-sale securities, net of tax and foreign currency translation adjustment (14,075) (6,546) Ending balance $ (16,362) $ (2,287) |
Property and Equipment | Property and Equipment Property and equipment, including purchased and internally developed software, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three five |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company then compares the carrying amounts of the assets with the future net undiscounted cash flows expected to be generated by such asset. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. |
Inventory | Inventory Inventory is valued at the lower of the standard cost, which approximates actual cost, or net realizable value. Cost is determined using the first-in, first-out (“FIFO”) method. Inventory consists entirely of supplies, which are consumed when providing its test reports, and therefore does not maintain any finished goods inventory. The Company enters into inventory purchases and commitments so that it can meet future delivery schedules based on forecasted demand for its tests. The Company recorded inventory obsolescence charges totaling $0.2 million, $0.9 million, and $0.2 million, in the years ended December 31, 2022, 2021, and 2020, respectively. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. New Accounting Pronouncements Not Yet Adopted In March 2020, ASU 2020-04, Reference Rate Reform (Topic 848) was issued which provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to transactions affected by reference rate reform if certain criteria are met. These transactions include contract modifications, hedging relationships, and sale or transfer of debt securities classified as held-to-maturity. Early adoption of this ASU is permitted, and the Company may elect to apply the amendments prospectively through December 31, 2022. The Company’s financial instruments which were previously in the scope of ASU 2020-04 include the UBS credit line agreement, which bore interest at 30-day LIBOR plus 1.10% . The interest rate was subsequently changed to the 30-day Secured Overnight Financing Rate (“SOFR”) average, plus 1.21% . The Company does not expect adoption of this standard to have a material impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of reconciliation of restricted cash | December 31, December 31, 2022 2021 (in thousands) Cash and cash equivalents in balance sheet $ 466,005 $ 84,386 Restricted cash, current portion in balance sheet 86 228 Total cash, cash equivalents and restricted cash in statements of cash flows $ 466,091 $ 84,614 |
Schedule of Accumulated Other Comprehensive Income (Loss) | December 31, 2022 2021 (in thousands) Beginning balance $ (2,287) $ 4,259 Net unrealized loss on available-for-sale securities, net of tax and foreign currency translation adjustment (14,075) (6,546) Ending balance $ (16,362) $ (2,287) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition | |
Schedule of disaggregation of revenues by payer types | Year Ended December 31, 2022 2021 2020 (in thousands) Insurance carriers $ 690,754 $ 492,563 $ 300,220 Laboratory partners 94,910 100,019 58,196 Patients 34,558 32,904 32,589 Total revenues $ 820,222 $ 625,486 $ 391,005 |
Schedule of total revenue by geographic area | Year ended December 31, 2022 2021 2020 (in thousands) United States $ 785,849 $ 590,872 $ 365,660 Americas, excluding U.S. 3,705 4,047 3,469 Europe, Middle East, India, Africa 16,640 20,429 14,332 Asia Pacific and Other 14,028 10,138 7,544 Total $ 820,222 $ 625,486 $ 391,005 |
Schedule of beginning and ending balances of accounts receivable and deferred revenues | Balance at Balance at December 31, December 31, 2022 2021 (in thousands) Assets: Accounts receivable $ 244,385 $ 122,074 Liabilities: Deferred revenue, current portion $ 10,777 $ 7,404 Deferred revenue, long-term portion 20,001 21,318 Total deferred revenues $ 30,778 $ 28,722 |
Schedule of changes in the balance of deferred revenues | Balance at Balance at December 31, December 31, 2022 2021 (in thousands) Beginning balance $ 28,722 $ 72,930 Increase in deferred revenues 28,978 7,915 Reclasses from deferred revenues to other short-term liabilities (337) (10,080) Revenue recognized during the period that was included in (8,782) (37,784) Revenue recognized from performance obligations satisfied (17,803) (4,259) Ending balance $ 30,778 $ 28,722 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Summary of financial assets and liabilities measured on recurring basis | December 31, 2022 December 31, 2021 Level I Level II Level III Total Level I Level II Level III Total (in thousands) Financial Assets: Money market deposits $ 283,358 $ — $ — $ 283,358 $ 10,041 $ — $ — $ 10,041 Liquid demand deposits 125,596 — — 125,596 — — — — U.S. Treasury securities 346,057 — — 346,057 688,097 — — 688,097 Corporate bonds and notes — 23,529 — 23,529 — 52,337 — 52,337 Municipal securities — 62,715 — 62,715 — 89,462 — 89,462 Total financial assets $ 755,011 $ 86,244 $ — $ 841,255 $ 698,138 $ 141,799 $ — $ 839,937 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Financial Instruments | |
Schedule of available-for-sale securities | December 31, 2022 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized (Loss) Estimated Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized (Loss) Estimated Fair Value (in thousands) Money market deposits $ 283,358 $ — $ — $ 283,358 $ 10,041 $ — $ — $ 10,041 Liquid demand deposits 125,596 — — 125,596 — — — — U.S. Treasury securities (1) 358,385 — (12,328) 346,057 689,640 1,081 (2,624) 688,097 Corporate bonds and notes (1) 24,045 — (516) 23,529 52,729 — (392) 52,337 Municipal securities 65,973 1 (3,259) 62,715 89,814 261 (613) 89,462 Total $ 857,357 $ 1 $ (16,103) $ 841,255 $ 842,224 $ 1,342 $ (3,629) $ 839,937 Classified as: Cash equivalents (2) $ 408,954 $ 10,041 Short-term investments 432,301 829,896 Total $ 841,255 $ 839,937 (1) Per the Company’s investment policy, all debt securities are classified as short-term investments irrespective of holding period. (2) Cash equivalents includes cash sweep accounts, liquid demand deposits and U.S. Treasury money market mutual funds. |
Schedule of debt securities available-for-sale in unrealized loss position | Less Than 12 Months 12 Months or Longer Total Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss (in thousands) U.S. Treasury securities $ 18,677 $ (565) $ 327,374 $ (11,762) $ 346,051 $ (12,327) Corporate bonds and notes — — 23,529 (516) 23,529 (516) Municipal securities 16,371 (127) 44,843 (3,133) 61,214 (3,260) Total $ 35,048 $ (692) $ 395,746 $ (15,411) $ 430,794 $ (16,103) |
Summarized portfolio of available-for-sale securities by contractual maturity | December 31, 2022 Amortized Cost Fair Value (in thousands) Less than or equal to one year $ 329,499 $ 320,708 Greater than one year but less than five years 118,904 111,593 Total $ 448,403 $ 432,301 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Components | |
Schedule of allowances for credit losses | December 31, December 31, December 31, 2022 2021 2020 (in thousands) Beginning balance $ 2,429 $ 4,220 $ 2,919 Cumulative-effect adjustment upon adoption of ASU 2016-13 — — 404 Provision for credit losses 1,770 (156) 1,354 Write offs (369) (1,635) (457) Ending balance $ 3,830 $ 2,429 $ 4,220 |
Schedule of property and equipment | December 31, December 31, Useful Life 2022 2021 (in thousands) Machinery and equipment 3-5 years $ 66,262 $ 33,722 Computer equipment 3 years 1,308 4,893 Purchased and capitalized software held for internal use 3 years 5,464 2,395 Leasehold improvements Lesser of useful life or lease term 29,747 13,640 Construction-in-process 25,370 30,279 128,151 84,929 Less: Accumulated depreciation and amortization (35,698) (19,413) Total Property and Equipment, net $ 92,453 $ 65,516 |
Schedule of accrued compensation | December 31, December 31, 2022 2021 (in thousands) Accrued paid time off $ 2,930 $ 2,567 Accrued commissions 11,821 15,726 Accrued bonuses 20,426 15,854 Other accrued compensation 8,833 6,794 Total accrued compensation $ 44,010 $ 40,941 |
Schedule of other accrued liabilities | December 31, December 31, 2022 2021 (in thousands) Reserves for refunds to insurance carriers $ 18,948 $ 17,210 Accrued charges for third-party testing 17,036 5,849 Testing and laboratory materials from suppliers 13,281 3,799 Marketing and corporate affairs 8,943 7,853 Legal, audit and consulting fees 36,710 11,758 Accrued shipping charges 485 969 Sales and income taxes payable 4,319 2,230 Accrued third-party service fees 6,631 13,442 Clinical trials and studies 23,301 11,218 Operating lease liabilities, current portion 7,639 5,752 Property and equipment purchases 1,821 1,853 Other accrued interest 1,078 1,078 Other accrued expenses 4,022 10,342 Total other accrued liabilities $ 144,214 $ 93,353 |
Schedule of insurance carrier reserve balance | December 31, December 31, 2022 2021 (in thousands) Beginning balance $ 17,210 $ 17,366 Additional reserves 23,718 16,340 Refunds to carriers (14,558) (10,784) Reserves released to revenue (7,422) (5,712) Ending balance $ 18,948 $ 17,210 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases. | |
Schedule of lease liabilities | December 31, 2022 (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 7,639 Operating lease liabilities, long-term portion 76,577 Total operating lease liabilities $ 84,216 |
Schedule of annual minimum lease payments | Operating Leases (in thousands) Year ending December 31: 2023 $ 12,443 2024 16,007 2025 16,352 2026 16,732 2027 13,676 2028 and thereafter 33,992 Total future minimum lease payments 109,202 Less: imputed interest (24,986) Operating lease liabilities $ 84,216 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Schedule of material contractual commitments | Party Total Commitments Expiry Date (in thousands) Laboratory instruments supplier $ 16,900 December 2024 Material suppliers 15,665 June 2026 Application service providers 23,095 March 2026 Earnouts for development with third party (1) 2,679 March 2023 Other suppliers 20,014 Various Total $ 78,353 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of offering activity | Number of Total Shares Purchased Proceeds Offering Period (in thousands) November 1, 2020 - April 30, 2021 106,435 $ 6,085 May 1, 2021 - October 31, 2021 79,820 $ 7,465 November 1, 2021 - April 30, 2022 284,583 $ 8,496 May 1, 2022 - October 31, 2022 171,721 $ 4,541 |
Summary of stock option activity | Outstanding Options Weighted- Weighted- Average Shares Average Remaining Aggregate Available for Number of Exercise Contractual Intrinsic Grant Shares Price Life Value (in thousands, except for contractual life and exercise price) (in years) Balance at December 31, 2021 4,319 5,900 $ 17.54 5.40 $ 451,505 Additional shares authorized 3,500 — $ — Options granted (266) 266 $ 61.30 Options exercised — (828) $ 7.74 Options forfeited/cancelled 38 (38) $ 39.92 RSUs granted (5,039) RSUs forfeited/cancelled 711 Balance at December 31, 2022 3,263 5,300 $ 21.11 4.84 $ 131,385 Exercisable at December 31, 2022 4,585 $ 12.27 4.29 $ 129,670 Vested and expected to vest at December 31, 2022 5,253 $ 20.62 4.81 $ 131,276 |
Schedule of performance-based awards | Period Granted Options Granted RSUs Granted Options Vested RSUs Vested Milestone Valuation Method (in thousands) Q1 2020 150 300 150 300 (1) Monte-Carlo Simulation Q1 2020 — 436 — 408 (3) Grant Date Stock Price Q1 2020 129 — 129 — (3) Black-Scholes-Merton Q2 2020 — 21 — 21 (3) Grant Date Stock Price Q3 2020 10 — 10 — (4) Black-Scholes-Merton Q3 2020 — 27 — 17 (3) Grant Date Stock Price Q4 2020 — 32 — 19 (1) Monte-Carlo Simulation Q4 2020 — 22 — 2 (5) Grant Date Stock Price Q1 2021 150 125 — — (1) Monte-Carlo Simulation Q1 2021 — 279 — 15 (3) Grant Date Stock Price Q2 2021 163 — — — (1) Monte-Carlo Simulation Q2 2021 29 — — — (3) Black-Scholes-Merton Q2 2021 — 7 — 2 (3) Grant Date Stock Price Q4 2021 — 20 — — (1) Monte-Carlo Simulation Q4 2021 — 205 — 37 (3) Grant Date Stock Price Q1 2022 110 — — — (3) Black-Scholes-Merton Q1 2022 — 849 — — (3) Grant Date Stock Price Q2 2022 — 103 — — (3) Grant Date Stock Price Q3 2022 — 54 — 4 (2) Grant Date Stock Price Q4 2022 — 4 — — (2) Grant Date Stock Price (1) The awards vest based on the achievement of certain values of the Company’s common stock at multiple thresholds within certain periods and are contingent upon the completion of requisite service through the date of such vesting. (2) The vesting of the awards will be triggered after the end of the achievement milestone, as measured by the Company. (3) The awards vest based on achievement of certain revenue targets, units, and system implementation, contingent upon the completion of requisite service through the date of such vesting. (4) The awards have vested based on a change of coverage. (5) The awards will vest based on achievement of certain revenue and recruiting targets. |
Restricted stock units | Weighted- Average Number of Grant Date Shares Fair Value (in thousands) Balance at December 31, 2021 3,988 $ 74.33 Granted 5,039 $ 43.82 Vested (1,480) $ 58.58 Cancelled/Forfeited (711) $ 56.26 Balance at December 31, 2022 6,836 $ 57.12 |
Summary of stock-based compensation expenses | Year ended December 31, 2022 2021 2020 Employee Non-Employee Total Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 7,905 $ — $ 7,905 $ 4,811 $ — $ 4,811 $ 1,691 $ — $ 1,691 Research and development 44,655 1,890 46,545 24,507 1,361 25,868 10,777 647 11,424 Selling, general and administrative 97,379 555 97,934 84,368 172 84,540 36,747 309 37,056 Total $ 149,939 $ 2,445 $ 152,384 $ 113,686 $ 1,533 $ 115,219 $ 49,215 $ 956 $ 50,171 |
Performance-based awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used in valuation of fair value | December 31, December 31, 2022 2021 Risk-free interest rate — 0.80 % — 1.52 % Expected dividend yield — — Expected volatility — 60 % Expected term (years) — 7.25 — 10.00 |
Employee stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used in valuation of fair value | Year ended December 31, 2022 2021 2020 Expected term (years) 5.12 — 10.00 5.11 — 10.00 5.22 — 10.00 Expected volatility 55.91 % — 62.30 % 55.33 % — 63.30 % 49.94 % — 61.96 % Expected dividend rate 0 % 0 % 0 % Risk-free interest rate 1.62 % — 4.16 % 0.81 % — 1.67 % 0.31 % — 1.70 % |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt | |
Schedule of outstanding Convertible Notes | December 31, 2022 (in thousands) Liability Component Outstanding Principal $ 287,500 Unamortized debt discount and debt issuance cost (5,847) Net carrying amount $ 281,653 |
Summary of interest expense | December 31, 2022 (in thousands) Cash interest expense Contractual interest expense $ 6,469 Non-cash interest expense Amortization of debt discount and debt issuance cost 1,259 Total interest expense $ 7,728 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of effective tax rates differing from U.S. federal statutory rate | December 31, 2022 2021 2020 (in thousands, except percentages) U.S. federal taxes (benefit) at statutory rate $ (114,832) (21.00) % $ (98,931) (21.00) % $ (48,226) (21.00) % State tax expense (21,676) (3.96) % (29,206) (6.20) % (10,672) (4.65) % Research and development credits (7,024) (1.28) % (9,193) (1.95) % (3,964) (1.73) % Stock-based compensation 3,949 0.72 % (46,128) (9.80) % (23,791) (10.36) % Foreign tax 332 0.06 % 167 0.04 % 55 0.02 % Other nondeductible items 1,964 0.36 % 344 0.07 % 792 0.35 % Nondeductible officers' compensation 4,883 0.89 % 24,387 5.18 % 8,984 3.91 % Acquisition costs 3,226 0.59 % 8,901 2 % — — % Change in valuation allowance 130,156 23.80 % 150,277 31.90 % 76,920 33.50 % Provision for income taxes $ 978 0.18 % $ 618 0.13 % $ 98 0.04 % |
Schedule of tax effects of temporary differences that give rise to significant portions of the deferred tax assets | December 31, 2022 2021 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 358,109 $ 315,552 Intangibles 4,068 4,443 Research and development tax credit carryforwards 52,319 38,725 Capitalized research costs 59,128 — Reserves and accruals 22,781 14,098 Lease Liabilities 21,000 16,843 Deferred revenue 5,094 6,363 Stock-based compensation 23,814 15,928 Total deferred tax assets before valuation allowance 546,313 411,952 Less: valuation allowance (526,235) (396,079) Total deferred tax assets after valuation allowance 20,078 15,873 Deferred tax liabilities: Fixed Assets (1,219) — Right-of-use lease assets (18,859) (15,873) Total deferred tax liabilities (20,078) (15,873) Net deferred tax assets $ — $ — |
Schedule of reconciliation of the beginning and ending amount of gross unrecognized tax benefits | December 31, 2022 2021 2020 (in thousands) Balance at beginning of year $ 17,514 $ 11,500 $ 8,619 Additions based on tax positions related to the current year 6,301 6,017 2,889 Additions (reductions) for tax positions of prior years 29 (3) (8) Balance at end of year $ 23,844 $ 17,514 $ 11,500 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss per Share | |
Basic and diluted net loss per share | December 31, 2022 2021 2020 (in thousands, except per share data) Numerator: Net loss used to compute net loss per share, basic and diluted $ (547,799) $ (471,716) $ (229,743) Denominator: Weighted-average number of shares used in computing net loss per share, basic and diluted 98,408 90,558 81,011 Net loss per share, basic and diluted $ (5.57) $ (5.21) $ (2.84) |
Total outstanding potentially dilutive shares | December 31, 2022 2021 2020 (in thousands) Options to purchase common stock 5,300 5,898 6,707 Restricted stock units 6,836 3,988 4,188 Employee stock purchase plan 90 33 37 Convertible Note 7,411 7,411 7,411 Estimated earnout shares for an asset acquisition 361 353 — 19,998 17,683 18,343 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 30, 2022 | Jul. 31, 2021 | Sep. 30, 2020 | Apr. 30, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Policies | ||||||||
Revenues | $ 820,222 | $ 625,486 | $ 391,005 | |||||
Net (loss) income | (547,799) | (471,716) | (229,743) | |||||
Accumulated deficit | 1,942,635 | 1,394,836 | ||||||
Cash, cash equivalents and restricted cash | 466,091 | 84,614 | 48,855 | $ 61,981 | ||||
Marketable securities | 432,301 | 829,896 | ||||||
Short-term Credit Line, outstanding balance | 80,350 | $ 50,052 | ||||||
Borrowings under credit facility | 30,000 | |||||||
Remaining borrowing capacity | $ 70,000 | |||||||
Common stock, shares issued | 13,144,500 | 5,175,000 | 4,791,665 | 111,255,000 | 95,140,000 | |||
Stock issued (in dollars per share) | $ 35 | $ 113 | ||||||
Payment of offering expenses | $ 500 | $ 400 | $ 300 | |||||
Proceeds from issuance of common stock | $ 433,200 | $ 551,200 | $ 271,000 | |||||
Net proceeds | 278,316 | |||||||
Loss on debt extinguishment | 5,848 | |||||||
Convertible Notes | ||||||||
Policies | ||||||||
Outstanding principal balance | $ 287,500 | $ 287,500 | ||||||
Per annum interest rate (as a percent) | 2.25% | 2.25% | ||||||
Equity offering | ||||||||
Policies | ||||||||
Common stock, shares issued | 13,144,500 | 5,175,000 | ||||||
Stock issued (in dollars per share) | $ 35 | $ 113 | ||||||
Payment of offering expenses | $ 500 | $ 400 | ||||||
Proceeds from issuance of common stock | $ 433,200 | $ 551,200 | ||||||
Licensing and other | ||||||||
Policies | ||||||||
Revenues | $ 22,915 | $ 45,406 | 13,128 | |||||
Cost of revenues | 2,624 | 3,223 | 3,523 | |||||
Licensing and other | Previously reported | ||||||||
Policies | ||||||||
Revenues | 12,900 | 10,700 | ||||||
Cost of revenues | 12,500 | 14,200 | ||||||
Product | ||||||||
Policies | ||||||||
Revenues | 797,307 | 580,080 | 377,877 | |||||
Cost of revenues | $ 453,632 | 315,195 | 200,097 | |||||
Product | Reclassification adjustment | ||||||||
Policies | ||||||||
Revenues | 12,900 | 10,700 | ||||||
Cost of revenues | $ 12,500 | $ 14,200 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Asset acquisition (Details) - In-process research and development acquisition - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |
Sep. 10, 2021 | Nov. 30, 2022 | Mar. 31, 2023 | |
Asset Acquisition [Line Items] | |||
Asset acquisition, consideration transferred | $ 35.6 | ||
Issuance of common stock | 276,346 | ||
Fair value of common stock issued | $ 30.9 | $ 10 | |
Cash consideration | 3.9 | ||
Net liabilities assumed | 0.2 | ||
Acquisition related costs | 0.6 | ||
Value of additional shares potentially issuable | $ 35 | ||
Number of additional shares potentially issuable | 269,547 | ||
Forecast | |||
Asset Acquisition [Line Items] | |||
Fair value of common stock issued | $ 15 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Summary of Significant Accounting Policies | ||||
Cash and cash equivalents in balance sheet | $ 466,005 | $ 84,386 | ||
Restricted cash, current portion in balance sheet | 86 | 228 | ||
Total cash, cash equivalents and restricted cash in statements of cash flows | $ 466,091 | $ 84,614 | $ 48,855 | $ 61,981 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Related Party (Details) $ in Millions | Dec. 06, 2021 USD ($) |
Summary of Significant Accounting Policies | |
Investment in equity securities without readily determinable fair value | $ 4 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Concentration (Details) - customer | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales | Customer | |||
Risk and Uncertainties | |||
Number of customers exceeding 10% of benchmark | 0 | 0 | 0 |
Accounts receivable | Credit | |||
Risk and Uncertainties | |||
Number of customers exceeding 10% of benchmark | 0 | 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Advertising costs | $ 1.8 | $ 2.2 | $ 0.6 |
Capitalized software | $ 5.9 | 2.3 | |
Purchased and capitalized software held for internal use | |||
Estimated useful life (in years) | 3 years | ||
Amortized expense | $ 0.2 | 1.1 | 1 |
Shipping and handling costs | |||
Cost of revenues | $ 36 | $ 22 | $ 13.3 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - AOCIL (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Beginning balance | $ (2,287) | $ 4,259 |
Ending balance | (16,362) | (2,287) |
Net unrealized loss on available-for-sale securities, net of tax and foreign currency translation adjustment | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Increase (decrease) in other comprehensive loss | $ (14,075) | $ (6,546) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Property (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Internal-use software | |
Property and Equipment | |
Estimated useful life | P3Y |
Machinery and equipment | Minimum | |
Property and Equipment | |
Estimated useful life | P3Y |
Machinery and equipment | Maximum | |
Property and Equipment | |
Estimated useful life | P5Y |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Inventory obsolescence charges | $ 0.2 | $ 0.9 | $ 0.2 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Pronouncements (Details) - Line Of Credit-UBS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Instrument, Basis Spread on Variable Rate | 1.21% |
LIBOR | |
Debt Instrument, Basis Spread on Variable Rate | 1.10% |
SOFR | |
Debt Instrument, Basis Spread on Variable Rate | 1.21% |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2019 | Mar. 31, 2021 | Jun. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2019 | |
Revenue recognized | $ 17,800 | ||||||
Deferred revenue, Long-term | 20,001 | $ 21,318 | |||||
Other assets | 18,330 | 18,820 | |||||
Deferred revenue | 30,778 | 28,722 | $ 72,930 | ||||
Deferred revenue, current portion | 10,777 | 7,404 | |||||
Total revenues | 820,222 | 625,486 | 391,005 | ||||
Deferred revenue, long-term portion | 20,001 | 21,318 | |||||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | 8,782 | 37,784 | |||||
Product | |||||||
Revenue recognized | 7,400 | 5,700 | 5,400 | ||||
Cost of revenues | 453,632 | 315,195 | 200,097 | ||||
Total revenues | 797,307 | 580,080 | 377,877 | ||||
Licensing and other | |||||||
Cost of revenues | 2,624 | 3,223 | 3,523 | ||||
Total revenues | 22,915 | $ 45,406 | $ 13,128 | ||||
Genetic testing services | |||||||
Revenue recognized | 11,400 | ||||||
Deferred revenue, current portion | 10,700 | ||||||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | 3,300 | ||||||
Qiagen | Other licensing and other revenue | |||||||
Refunds of revenues previously deferred | $ 10,000 | ||||||
Deferred revenue | $ 28,600 | ||||||
BGI Genomics | |||||||
Revenue recognized | 4,500 | ||||||
Proceeds from license agreement | $ 50,000 | $ 35,600 | |||||
Deferred revenue, Long-term | 20,000 | ||||||
Prepaid expenses and other current assets | 4,000 | ||||||
Deferred revenue, current portion | 100 | ||||||
Deferred revenue, long-term portion | 20,000 | ||||||
BGI Genomics | Sequencing services | |||||||
Other assets | 6,000 | ||||||
BGI Genomics | Sequencing products | |||||||
Other assets | 4,000 | ||||||
BGI Genomics | Sequencing products and services | |||||||
Other assets | $ 10,000 | ||||||
Foundation Medicine ("FMI") | |||||||
Revenue recognized | $ 16,800 | ||||||
Agreement term | 5 years | ||||||
Automatic renewals, successive period thereafter | 1 year | ||||||
Foundation Medicine ("FMI") | Upfront licensing fees and prepaid revenues | |||||||
Initial transaction price | $ 13,300 | ||||||
Foundation Medicine ("FMI") | Developmental, regulatory, and commercial milestones | |||||||
Initial transaction price | $ 32,000 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 820,222 | $ 625,486 | $ 391,005 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 785,849 | 590,872 | 365,660 |
Americas, excluding U.S. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 3,705 | 4,047 | 3,469 |
Europe, Middle East, India, and Africa | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 16,640 | 20,429 | 14,332 |
Asia Pacific and Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 14,028 | 10,138 | 7,544 |
Insurance carriers | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 690,754 | 492,563 | 300,220 |
Laboratory partners | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 94,910 | 100,019 | 58,196 |
Patients | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 34,558 | 32,904 | 32,589 |
Licensing and other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 22,915 | $ 45,406 | $ 13,128 |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable and Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Accounts receivable | $ 244,385 | $ 122,074 | |
Liabilities: | |||
Deferred revenue, current portion | 10,777 | 7,404 | |
Deferred revenue, long-term portion | 20,001 | 21,318 | |
Total deferred revenues | $ 30,778 | $ 28,722 | $ 72,930 |
Revenue Recognition - Changes i
Revenue Recognition - Changes in Balance of Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition | ||
Beginning balance | $ 28,722 | $ 72,930 |
Increase in deferred revenues | 28,978 | 7,915 |
Reclasses from deferred revenues to other short-term liabilities | (337) | (10,080) |
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | (8,782) | (37,784) |
Revenue recognized from performance obligations satisfied within the same period | (17,803) | (4,259) |
Ending Balance | $ 30,778 | $ 28,722 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | $ 8,782 | $ 37,784 | |
Revenue recognized | 17,800 | ||
Deferred revenue, current portion | 10,777 | 7,404 | |
Deferred revenue, Long-term | 20,001 | 21,318 | |
Deferred revenue | 30,778 | $ 28,722 | $ 72,930 |
BGI Genomics | |||
Revenue recognized | 4,500 | ||
Deferred revenue, current portion | 100 | ||
Deferred revenue, Long-term | 20,000 | ||
Foundation Medicine ("FMI") | |||
Revenue recognized | 16,800 | ||
BGI Genomics and Foundation Medicine ("FMI") | |||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | 5,400 | ||
Revenue recognized | 6,400 | ||
Genetic testing services | |||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | 3,300 | ||
Revenue recognized | 11,400 | ||
Deferred revenue, current portion | $ 10,700 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Line Of Credit-UBS | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Line of credit facility, fair value of amount outstanding | $ 80,400 | $ 50,100 |
Spread on interest rate (as a percent) | 1.21% | |
Line Of Credit-UBS | SOFR | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Spread on interest rate (as a percent) | 1.21% | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of long-term debt | $ 358,400 | 715,700 |
Recurring | Available-for-sale securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 841,255 | 839,937 |
Recurring | Money market deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 283,358 | 10,041 |
Recurring | Liquid demand deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 125,596 | |
Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 346,057 | 688,097 |
Recurring | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 23,529 | 52,337 |
Recurring | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 62,715 | 89,462 |
Recurring | Level 1 | Available-for-sale securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 755,011 | 698,138 |
Recurring | Level 1 | Money market deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 283,358 | 10,041 |
Recurring | Level 1 | Liquid demand deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 125,596 | |
Recurring | Level 1 | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 346,057 | 688,097 |
Recurring | Level 2 | Available-for-sale securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 86,244 | 141,799 |
Recurring | Level 2 | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 23,529 | 52,337 |
Recurring | Level 2 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 62,715 | $ 89,462 |
Financial Instruments (Details)
Financial Instruments (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) position | Dec. 31, 2021 USD ($) | |
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Proceeds from investments sold | $ 248,500 | $ 187,600 |
Gross realized gains and realized losses | $ 900 | |
Number of investments, unrealized loss position | position | 61 | |
Less than 12 Months, Fair value | $ 35,048 | |
12 Months or Longer, Fair value | 395,746 | |
Fair value | 430,794 | |
Less than 12 Months, Unrealized loss | (692) | |
12 Months or Longer, Unrealized loss | (15,411) | |
Unrealized loss | (16,103) | |
Amortized Cost | ||
Less than or equal to one year | 329,499 | |
Greater than one year but less than five years | 118,904 | |
Total | 448,403 | |
Fair Value | ||
Less than or equal to one year | 320,708 | |
Greater than or equal to one year but less than five years | 111,593 | |
Total | 432,301 | |
Available-for-sale securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 857,357 | 842,224 |
Gross Unrealized Gain | 1 | 1,342 |
Gross Unrealized Loss | (16,103) | (3,629) |
Estimated Fair Value | 841,255 | 839,937 |
Gross unrealized loss | 16,103 | 3,629 |
Money market deposits | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 283,358 | 10,041 |
Estimated Fair Value | 283,358 | 10,041 |
Liquid demand deposits | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 125,596 | |
Estimated Fair Value | 125,596 | |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 358,385 | 689,640 |
Gross Unrealized Gain | 1,081 | |
Gross Unrealized Loss | (12,328) | (2,624) |
Estimated Fair Value | 346,057 | 688,097 |
Less than 12 Months, Fair value | 18,677 | |
12 Months or Longer, Fair value | 327,374 | |
Fair value | 346,051 | |
Less than 12 Months, Unrealized loss | (565) | |
12 Months or Longer, Unrealized loss | (11,762) | |
Unrealized loss | (12,327) | |
Gross unrealized loss | 12,328 | 2,624 |
Corporate bonds and notes | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 24,045 | 52,729 |
Gross Unrealized Loss | (516) | (392) |
Estimated Fair Value | 23,529 | 52,337 |
12 Months or Longer, Fair value | 23,529 | |
Fair value | 23,529 | |
12 Months or Longer, Unrealized loss | (516) | |
Unrealized loss | (516) | |
Gross unrealized loss | 516 | 392 |
Municipal securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 65,973 | 89,814 |
Gross Unrealized Gain | 1 | 261 |
Gross Unrealized Loss | (3,259) | (613) |
Estimated Fair Value | 62,715 | 89,462 |
Less than 12 Months, Fair value | 16,371 | |
12 Months or Longer, Fair value | 44,843 | |
Fair value | 61,214 | |
Less than 12 Months, Unrealized loss | (127) | |
12 Months or Longer, Unrealized loss | (3,133) | |
Unrealized loss | (3,260) | |
Gross unrealized loss | 3,259 | 613 |
Cash equivalents | Available-for-sale securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Estimated Fair Value | 408,954 | 10,041 |
Short-term investments | Available-for-sale securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Estimated Fair Value | $ 432,301 | $ 829,896 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for doubtful accounts | |||
Beginning balance | $ 2,429 | $ 4,220 | $ 2,919 |
Cumulative-effect adjustment upon adoption of ASU 2016-13 | (1,942,635) | (1,394,836) | |
Provision for credit losses | 1,770 | (156) | 1,354 |
Write-offs | (369) | (1,635) | (457) |
Total | $ 3,830 | $ 2,429 | 4,220 |
Cumulative effect adjustment | Adoption Adjustment | |||
Allowance for doubtful accounts | |||
Cumulative-effect adjustment upon adoption of ASU 2016-13 | $ 404 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, net | ||
Property and equipment, gross | $ 128,151 | $ 84,929 |
Less: Accumulated depreciation and amortization | (35,698) | (19,413) |
Total Property and Equipment, net | 92,453 | 65,516 |
Depreciation expense | 16,700 | 11,300 |
Assets written off | 41,900 | |
Machinery and equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | 66,262 | 33,722 |
Computer equipment | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 1,308 | 4,893 |
Useful Life | 3 years | |
Purchased and capitalized software held for internal use | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 5,464 | 2,395 |
Useful Life | 3 years | |
Leasehold improvements | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 29,747 | 13,640 |
Construction-in-process | ||
Property and Equipment, net | ||
Property and equipment, gross | $ 25,370 | $ 30,279 |
Minimum | Machinery and equipment | ||
Property and Equipment, net | ||
Useful Life | 3 years | |
Maximum | Machinery and equipment | ||
Property and Equipment, net | ||
Useful Life | 5 years |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Components | ||
Accrued paid time off | $ 2,930 | $ 2,567 |
Accrued commissions | 11,821 | 15,726 |
Accrued bonuses | 20,426 | 15,854 |
Other accrued compensation | 8,833 | 6,794 |
Total accrued compensation | $ 44,010 | $ 40,941 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Components | |||
Reserves for refunds to insurance carriers | $ 18,948 | $ 17,210 | $ 17,366 |
Accrued charges for third-party testing | 17,036 | 5,849 | |
Testing and laboratory materials from suppliers | 13,281 | 3,799 | |
Marketing and corporate affairs | 8,943 | 7,853 | |
Legal, audit and consulting fees | 36,710 | 11,758 | |
Accrued shipping charges | 485 | 969 | |
Sales and income tax payable | 4,319 | 2,230 | |
Accrued third-party service fees | 6,631 | 13,442 | |
Clinical trials and studies | 23,301 | 11,218 | |
Operating lease liabilities, current portion | 7,639 | 5,752 | |
Property and equipment purchases | 1,821 | 1,853 | |
Other accrued interest | 1,078 | 1,078 | |
Other accrued expenses | 4,022 | 10,342 | |
Total other accrued liabilities | $ 144,214 | $ 93,353 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Total other accrued liabilities | Total other accrued liabilities |
Balance Sheet Components - Rese
Balance Sheet Components - Reserve Balance and Activities for Refunds (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance Sheet Components | ||
Beginning balance | $ 17,210 | $ 17,366 |
Additional reserves | 23,718 | 16,340 |
Refunds to carriers | (14,558) | (10,784) |
Reserves released to revenue | (7,422) | (5,712) |
Ending balance | $ 18,948 | $ 17,210 |
Leases (Details)
Leases (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) ft² lease location | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Operating lease liabilities, current portion included in other accrued liabilities | $ 7,639 | $ 5,752 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other Accrued Liability, Current | Other Accrued Liability, Current | |
Operating lease liabilities, long-term portion | $ 76,577 | $ 61,036 | |
Operating lease liabilities | 84,216 | ||
Noncash investing activities related to right-of-use assets | $ 22,100 | 44,400 | |
Weighted average remaining lease term | 7 years 6 months 10 days | ||
Weighted average discount rate (as a percent) | 6.70% | ||
Lease expense | $ 13,800 | 10,900 | $ 7,800 |
Operating lease payments | $ 9,377 | 10,296 | $ 8,993 |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Term of lease | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Term of lease | 5 years | ||
Austin TX, Long-term Lease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 94,000 | ||
Number of office space locations | lease | 2 | ||
Term of lease | 132 months | ||
Noncash investing activities related to right-of-use assets | $ 20,100 | ||
First Expansion Premises | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 32,500 | ||
Second Expansion Premises | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 65,222 | ||
Corporate Headquarters Lease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 136,000 | ||
Number of office space locations | location | 2 | ||
Term of lease | 84 months | ||
Renewal term of lease | 5 years | ||
"First Space" Sublease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 88,000 | ||
"Second Space" Sublease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 48,000 | ||
Corporate Headquarters Lease Amendment | |||
Lessee, Lease, Description [Line Items] | |||
Renewal term of lease | 48 months | ||
Lease expense | $ 9,300 | ||
Tukwila, WA Lease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 10,000 | ||
Term of lease | 62 months | ||
Renewal term of lease | 5 years | ||
San Carlos, CA Lease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 25,879 | ||
Term of lease | 48 months | ||
Noncash investing activities related to right-of-use assets | $ 29,700 | ||
Lease expense | $ 1,900 | ||
San Carlos, CA Lease | Rentable square feet surrendered in lease amendment | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 25,879 | ||
South San Francisco, CA Lease | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 11,395 | ||
Term of lease | 36 months | ||
Renewal term of lease | 3 years | ||
Lease expense | $ 900 | ||
Laboratory space in Canada | |||
Lessee, Lease, Description [Line Items] | |||
Office space (area) | ft² | 7,107 | ||
Annual lease payment | $ 200 | ||
Term of lease | 24 months |
Leases - Payments (Details)
Leases - Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases. | |
2023 | $ 12,443 |
2024 | 16,007 |
2025 | 16,352 |
2026 | 16,732 |
2027 | 13,676 |
2028 and thereafter | 33,992 |
Total | 109,202 |
Less: imputed interest | (24,986) |
Operating lease liabilities | $ 84,216 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | |||||||||
May 31, 2022 patent | Mar. 31, 2022 USD ($) | Sep. 30, 2021 patent | Aug. 31, 2021 patent | Jan. 31, 2021 patent | Oct. 31, 2020 patent | Sep. 30, 2020 patent | Jun. 30, 2020 patent | Mar. 31, 2020 patent lawsuit | Dec. 31, 2022 USD ($) | |
Other commitments | ||||||||||
Total | $ | $ 78,353 | |||||||||
Material suppliers | ||||||||||
Other commitments | ||||||||||
Total | $ | 15,665 | |||||||||
Application service providers | ||||||||||
Other commitments | ||||||||||
Total | $ | 23,095 | |||||||||
Earnouts for development with third party | ||||||||||
Other commitments | ||||||||||
Total | $ | 2,679 | |||||||||
Other suppliers | ||||||||||
Other commitments | ||||||||||
Total | $ | 20,014 | |||||||||
Laboratory instruments supplier | ||||||||||
Other commitments | ||||||||||
Total | $ | $ 16,900 | |||||||||
CareDX Patent Case | ||||||||||
Other commitments | ||||||||||
Loss contingency, patents allegedly infringed, number | 3 | |||||||||
Number of invalid patents | 3 | |||||||||
Gain contingency, patents allegedly infringed, number | 3 | |||||||||
Amount awarded to other party | $ | $ 44,900 | |||||||||
CareDX Patent Case | Patent infringement | ||||||||||
Other commitments | ||||||||||
Number of patent litigations | lawsuit | 2 | |||||||||
ArcherDX Patent Case | ||||||||||
Other commitments | ||||||||||
Gain contingency, patents allegedly infringed, number | 5 | |||||||||
Ravgen Patent Case | ||||||||||
Other commitments | ||||||||||
Loss contingency, patents allegedly infringed, number | 2 | |||||||||
Progenity Patent Case | ||||||||||
Other commitments | ||||||||||
Gain contingency, patents allegedly infringed, number | 6 | |||||||||
Genosity Inc. Patent Case | ||||||||||
Other commitments | ||||||||||
Gain contingency, patents allegedly infringed, number | 1 | |||||||||
Inivata Patent Case Member | ||||||||||
Other commitments | ||||||||||
Gain contingency, patents allegedly infringed, number | 2 | |||||||||
Inivitae Patent Case | ||||||||||
Other commitments | ||||||||||
Loss contingency, patents allegedly infringed, number | 3 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) | 6 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2022 USD ($) shares | Apr. 30, 2022 USD ($) shares | Oct. 31, 2021 USD ($) shares | Apr. 30, 2021 USD ($) shares | Dec. 31, 2022 USD ($) period shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | Jun. 30, 2015 shares | |
Stock Based Compensation | ||||||||
Shares granted | 5,039,000 | |||||||
2015 Plan | ||||||||
Stock Based Compensation | ||||||||
Shares reserved for issuance | 3,451,495 | |||||||
Shares reserved for issuance as a proportion of common stock outstanding (as a percent) | 4% | |||||||
2015 Plan | Minimum | ||||||||
Stock Based Compensation | ||||||||
Shares reserved for issuance | 3,500,000 | |||||||
Employee stock purchase plan | ||||||||
Stock Based Compensation | ||||||||
Shares reserved for issuance | 893,548 | |||||||
Shares available for issuance | 3,303,261 | |||||||
Shares reserved for issuance as a proportion of common stock outstanding (as a percent) | 1% | |||||||
Price in relation to fair market value of common stock on the date of grant, lower range limit (as a percent) | 85% | |||||||
Maximum number of shares a participant may receive during the period (in shares) | 5,000 | |||||||
Maximum amount of award or purchase during a calendar year | $ | $ 25,000 | |||||||
Maximum offering period, term | 27 months | |||||||
Number of expected offering periods each year | period | 2 | |||||||
Offering period, expected term | 6 months | |||||||
Number of Shares Purchased | 171,721 | 284,583 | 79,820 | 106,435 | ||||
Total Proceeds | $ | $ 4,541,000 | $ 8,496,000 | $ 7,465,000 | $ 6,085,000 | ||||
Maximum employee contribution of employee's cash compensation (as a percent) | 15% | |||||||
Employee stock purchase plan | Minimum | ||||||||
Stock Based Compensation | ||||||||
Shares reserved for issuance | 880,000 | |||||||
Performance-based awards | ||||||||
Stock Based Compensation | ||||||||
Stock-based compensation expense | $ | $ 48,200,000 | $ 50,300,000 | ||||||
Options to purchase common stock | ||||||||
Stock Based Compensation | ||||||||
Stock-based compensation expense | $ | $ 152,384,000 | $ 115,219,000 | $ 50,171,000 | |||||
Shares available for issuance | 3,263,000 | 4,319,000 | ||||||
Options to purchase common stock | 2015 Plan | ||||||||
Stock Based Compensation | ||||||||
Vesting period | 4 years | |||||||
Expiration period | 10 years | |||||||
Stock appreciation rights | 2015 Plan | ||||||||
Stock Based Compensation | ||||||||
Expiration period | 10 years | |||||||
Restricted stock units | ||||||||
Stock Based Compensation | ||||||||
Number of shares vested | 1,480 | |||||||
Shares granted | 5,039 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares | |
Stock Based Compensation | |||
RSUs granted (in shares) | (5,039,000) | ||
RSUs forfeited/cancelled (in shares) | 711,000 | ||
Options to purchase common stock | |||
Stock Based Compensation | |||
Shares available for grant, beginning balance | 4,319,000 | ||
Additional shares authorized | 3,500,000 | ||
Options granted (in shares) | (266,000) | ||
Options forfeited (in shares) | 38,000 | ||
Shares available for grant, end balance | 3,263,000 | 4,319,000 | |
Number of shares | |||
Outstanding, beginning balance (in shares) | 5,900,000 | ||
Options granted (in shares) | 266,000 | ||
Options exercised (in shares) | (828,000) | ||
Options forfeited (in shares) | (38,000) | ||
Outstanding, end balance (in shares) | 5,300,000 | 5,900,000 | |
Exercisable (in shares) | 4,585,000 | ||
Vested and expected to vest (in shares) | 5,253,000 | ||
Weighted-Average Exercise Price | |||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 17.54 | ||
Granted (in dollars per share) | $ / shares | 61.30 | ||
Exercised (in dollars per share) | $ / shares | 7.74 | ||
Forfeited (in dollars per share) | $ / shares | 39.92 | ||
Outstanding, end balance (in dollars per share) | $ / shares | 21.11 | $ 17.54 | |
Exercisable (in dollars per share) | $ / shares | 12.27 | ||
Vested and expected to vest (in dollars per share) | $ / shares | $ 20.62 | ||
Additional disclosures | |||
Weighted average contractual term, options outstanding | 4 years 10 months 2 days | 5 years 4 months 24 days | |
Exercisable (in years) | 4 years 3 months 14 days | ||
Vested and expected to vest (in years) | 4 years 9 months 21 days | ||
Aggregate intrinsic value, options outstanding | $ | $ 131,385 | $ 451,505 | |
Aggregate intrinsic value, options exercisable | $ | 129,670 | ||
Aggregate intrinsic value, vested and expected to vest | $ | 131,276 | ||
Aggregate intrinsic value, options exercised | $ | 26,900 | 97,000 | $ 184,700 |
Fair value, options vested | $ | $ 49,000 | $ 46,000 | $ 52,500 |
Weighted-average grant date fair value, options granted | $ / shares | $ 61.30 | $ 104.03 | $ 27.70 |
Non-employee stock options | |||
Stock Based Compensation | |||
Options granted (in shares) | (2,860) | ||
Number of shares | |||
Options granted (in shares) | 2,860 | ||
Restricted stock units | |||
Stock Based Compensation | |||
RSUs granted (in shares) | (5,039) | ||
RSUs forfeited/cancelled (in shares) | 711 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
RSUs Granted (in shares) | 5,039,000 | |||||||||||||
Performance-based awards | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation expense | $ 48,200 | $ 50,300 | ||||||||||||
Performance-based awards | Monte-Carlo | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options Granted (in shares) | 0 | |||||||||||||
RSUs Granted (in shares) | 0 | |||||||||||||
Restricted stock units | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
RSUs Granted (in shares) | 5,039 | |||||||||||||
Vested (in shares) | 1,480 | |||||||||||||
Restricted stock units | Grant Date Stock Price | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
RSUs Granted (in shares) | 4,000 | 54,000 | 103,000 | 849,000 | 205,000 | 7,000 | 279,000 | 22,000 | 27,000 | 21,000 | 436,000 | |||
Vested (in shares) | 4,000 | 37,000 | 2,000 | 15,000 | 2,000 | 17,000 | 21,000 | 408,000 | ||||||
Restricted stock units | Monte-Carlo | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
RSUs Granted (in shares) | 20,000 | 125,000 | 32,000 | 300,000 | ||||||||||
Vested (in shares) | 19,000 | 300,000 | ||||||||||||
Options to purchase common stock | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options Granted (in shares) | 266,000 | |||||||||||||
Stock-based compensation expense | $ 152,384 | $ 115,219 | $ 50,171 | |||||||||||
Options to purchase common stock | Black-Scholes Merton | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options Granted (in shares) | 110,000 | 29,000 | 10,000 | 129,000 | ||||||||||
Options Vested (in shares) | 10,000 | 129,000 | ||||||||||||
Options to purchase common stock | Monte-Carlo | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options Granted (in shares) | 163,000 | 150,000 | 150,000 | |||||||||||
Options Vested (in shares) | 150,000 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | |||
Valuation of Stock Option Grants to Employees | |||
Expected term (years) | 7 years 3 months | ||
Performance-based awards | |||
Valuation of Stock Option Grants to Employees | |||
Expected volatility, maximum | 60% | ||
Risk free interest rate, minimum | 0.80% | ||
Risk free interest rate, maximum | 1.52% | ||
Performance-based awards | Maximum | |||
Valuation of Stock Option Grants to Employees | |||
Expected term (years) | 10 years | ||
Options to purchase common stock | |||
Stock Based Compensation | |||
Options granted (in shares) | 266,000 | ||
Employee stock options | |||
Valuation of Stock Option Grants to Employees | |||
Expected volatility, minimum | 55.91% | 55.33% | 49.94% |
Expected volatility, maximum | 62.30% | 63.30% | 61.96% |
Expected dividend yield | 0% | 0% | 0% |
Risk free interest rate, minimum | 1.62% | 0.81% | 0.31% |
Risk free interest rate, maximum | 4.16% | 1.67% | 1.70% |
Employee stock options | Minimum | |||
Valuation of Stock Option Grants to Employees | |||
Expected term (years) | 5 years 1 month 13 days | 5 years 1 month 9 days | 5 years 2 months 19 days |
Employee stock options | Maximum | |||
Valuation of Stock Option Grants to Employees | |||
Expected term (years) | 10 years | 10 years | 10 years |
Non-employee stock options | |||
Stock Based Compensation | |||
Options granted (in shares) | 2,860 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Shares | |
Granted (in shares) | 5,039,000 |
Canceled/Forfeited (in shares) | (711,000) |
Restricted stock units | |
Shares | |
Balance (in shares) | 3,988 |
Granted (in shares) | 5,039 |
Vested (in shares) | (1,480) |
Canceled/Forfeited (in shares) | (711) |
Balance (in shares) | 6,836 |
Weighted Average Grant Date Fair Value | |
Balance (in dollars per share) | $ / shares | $ 74.33 |
Granted (in dollars per share) | $ / shares | 43.82 |
Vested (in dollars per share) | $ / shares | 58.58 |
Canceled/Forfeited (in dollars per share) | $ / shares | 56.26 |
Balance (in dollars per share) | $ / shares | $ 57.12 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options to purchase common stock | |||
Stock based compensation expense | |||
Options granted (in shares) | 266,000 | ||
Stock-based compensation expense | $ 152,384 | $ 115,219 | $ 50,171 |
Unrecognized compensation expense | $ 265,100 | ||
Unrecognized compensation expense, weighted average period of recognition | 2 years 7 months 6 days | ||
Options to purchase common stock | Cost of revenues | |||
Stock based compensation expense | |||
Stock-based compensation expense | $ 7,905 | 4,811 | 1,691 |
Options to purchase common stock | Research and development | |||
Stock based compensation expense | |||
Stock-based compensation expense | 46,545 | 25,868 | 11,424 |
Options to purchase common stock | Selling, general and administrative | |||
Stock based compensation expense | |||
Stock-based compensation expense | 97,934 | 84,540 | 37,056 |
Employee stock options | |||
Stock based compensation expense | |||
Stock-based compensation expense | 149,939 | 113,686 | 49,215 |
Employee stock options | Cost of revenues | |||
Stock based compensation expense | |||
Stock-based compensation expense | 7,905 | 4,811 | 1,691 |
Employee stock options | Research and development | |||
Stock based compensation expense | |||
Stock-based compensation expense | 44,655 | 24,507 | 10,777 |
Employee stock options | Selling, general and administrative | |||
Stock based compensation expense | |||
Stock-based compensation expense | $ 97,379 | 84,368 | 36,747 |
Non-employee stock options | |||
Stock based compensation expense | |||
Options granted (in shares) | 2,860 | ||
Stock-based compensation expense | $ 2,445 | 1,533 | 956 |
Non-employee stock options | Research and development | |||
Stock based compensation expense | |||
Stock-based compensation expense | 1,890 | 1,361 | 647 |
Non-employee stock options | Selling, general and administrative | |||
Stock based compensation expense | |||
Stock-based compensation expense | $ 555 | $ 172 | $ 309 |
Debt (Details)
Debt (Details) | 1 Months Ended | 12 Months Ended | ||||||
Apr. 30, 2020 USD ($) | Dec. 31, 2022 USD ($) D $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) | Nov. 30, 2022 $ / shares shares | Jul. 31, 2021 $ / shares shares | Sep. 30, 2020 $ / shares shares | Sep. 30, 2015 USD ($) | |
Debt Instrument [Line Items] | ||||||||
Proceeds from Convertible Note, net of issuance costs | $ 278,316,000 | |||||||
Remaining borrowing capacity | $ 70,000,000 | |||||||
Borrowings under credit facility | $ 30,000,000 | |||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares issued | shares | 111,255,000 | 95,140,000 | 13,144,500 | 5,175,000 | 4,791,665 | |||
Stock issued (in dollars per share) | $ / shares | $ 35 | $ 113 | ||||||
Stock price (in dollars per share) | $ / shares | $ 60 | |||||||
Carrying value | $ 281,653,000 | |||||||
Debt, repayment amount | 79,200,000 | |||||||
Accrued Interest | 1,078,000 | $ 1,078,000 | ||||||
Amortization of debt discount and issuance cost | 1,259,000 | 1,227,000 | 149,000 | |||||
Interest expense | 9,319,000 | 8,305,000 | 15,082,000 | |||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 287,500,000 | $ 287,500,000 | ||||||
Per annum interest rate (as a percent) | 2.25% | 2.25% | ||||||
Interest expense | $ 7,728,000 | |||||||
Debt instrument, term | 7 years | |||||||
Effective interest rate (as a percent) | 2.72% | |||||||
Principal amount per convertible note | $ 1,000 | $ 1,000 | ||||||
Threshold business days | D | 5 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 38.79 | |||||||
Initial conversion rate | 25.7785 | |||||||
Convertible to shares of common stock | 7,411,704 | |||||||
Percentage of principal amount converted | 100% | |||||||
Commencing after September 30, 2020 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | D | 30 | |||||||
Percentage of conversion price | 130% | |||||||
5 consecutive trading day period | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | D | 5 | |||||||
Percentage of conversion price | 98% | |||||||
Redeemable for cash on or after May 2024 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | D | 30 | |||||||
Percentage of conversion price | 130% | |||||||
Percentage of principal amount converted | 100% | |||||||
Level 2 | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of long-term debt | $ 358,400,000 | 715,700,000 | ||||||
Minimum | Commencing after September 30, 2020 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | D | 20 | |||||||
Minimum | Redeemable for cash on or after May 2024 | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Threshold trading days | D | 20 | |||||||
Line Of Credit-UBS | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 150,000,000 | $ 50,000,000 | ||||||
Outstanding balance | $ 80,400,000 | 50,100,000 | ||||||
Interest expense | 1,600,000 | 600,000 | 800,000 | |||||
Interest paid | $ 1,600,000 | $ 600,000 | $ 800,000 | |||||
Spread on interest rate (as a percent) | 1.21% | |||||||
Debt, interest accrued | $ 400,000 | |||||||
Line Of Credit-UBS | LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate (as a percent) | 1.10% | |||||||
Line Of Credit-UBS | SOFR | ||||||||
Debt Instrument [Line Items] | ||||||||
Spread on interest rate (as a percent) | 1.21% |
Debt - Discount and Issuance Co
Debt - Discount and Issuance Costs (Details) - Convertible Notes | 12 Months Ended |
Dec. 31, 2022 | |
Effective interest rate (as a percent) | 2.72% |
Debt instrument, term | 7 years |
Debt - Convertible Notes Balanc
Debt - Convertible Notes Balances (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt | |
Outstanding principle | $ 287,500 |
Unamortized debt discount and debt issuance cost | (5,847) |
Net carrying amount | $ 281,653 |
Debt - Interest Expense Recogni
Debt - Interest Expense Recognized Related To Convertible Notes (Details) - Convertible Notes $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash interest expense | |
Contractual interest expense | $ 6,469 |
Non-cash interest expense | |
Amortization of debt discount and debt issuance cost | 1,259 |
Total interest expense | $ 7,728 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Sep. 10, 2021 | Nov. 30, 2022 | Jul. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock price (in dollars per share) | $ 60 | ||||||||
Stock issued (in dollars per share) | $ 35 | $ 113 | |||||||
Payment of offering expenses | $ 500 | $ 400 | $ 300 | ||||||
Proceeds from issuance of common stock | $ 433,200 | $ 551,200 | $ 271,000 | ||||||
Research and development | $ 316,415 | $ 264,208 | $ 100,035 | ||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||
Preferred stock, shares issued | 0 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares issued | 13,144,500 | 5,175,000 | 4,791,665 | 111,255,000 | 95,140,000 | ||||
Common stock, shares outstanding | 111,255,000 | 95,140,000 | |||||||
In-process research and development acquisition | |||||||||
Asset acquisition, consideration transferred | $ 35,600 | ||||||||
Issuance of common stock | 276,346 | ||||||||
Fair value of common stock issued | $ 30,900 | $ 10,000 | |||||||
Cash consideration | 3,900 | ||||||||
Net liabilities assumed | 200 | ||||||||
Acquisition related costs | 600 | ||||||||
Value of additional shares potentially issuable | $ 35,000 | ||||||||
Number of additional shares potentially issuable | 269,547 | ||||||||
In-process research and development acquisition | Forecast | |||||||||
Fair value of common stock issued | $ 15,000 | ||||||||
Common stock | |||||||||
Common stock, shares issued | 111,255,000 | 95,140,000 | 86,223,000 | 78,005,000 |
Income Taxes - Effective Tax Ra
Income Taxes - Effective Tax Rates (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective tax rates differing from U.S. federal statutory rate | |||
U.S. Federal taxes (benefit) at statutory rate | $ (114,832) | $ (98,931) | $ (48,226) |
State tax expense | (21,676) | (29,206) | (10,672) |
Research and development credits | (7,024) | (9,193) | (3,964) |
Stock-based compensation | 3,949 | (46,128) | (23,791) |
Foreign tax | 332 | 167 | 55 |
Other nondeductible items | 1,964 | 344 | 792 |
Nondeductible officers' compensation | 4,883 | 24,387 | 8,984 |
Acquisition costs | 3,226 | 8,901 | |
Change in valuation allowance | 130,156 | 150,277 | 76,920 |
Provision for income taxes | $ 978 | $ 618 | $ 98 |
U.S. Federal taxes (benefit) at statutory rate (as a percent) | (21.00%) | (21.00%) | (21.00%) |
State tax expense (as a percent) | (3.96%) | (6.20%) | (4.65%) |
Research and development credits (as a percent) | (1.28%) | (1.95%) | (1.73%) |
Stock-based compensation (as a percent) | 0.72% | (9.80%) | (10.36%) |
Foreign tax differential (as a percent) | 0.06% | 0.04% | 0.02% |
Other nondeductible items (as a percent) | 0.36% | 0.07% | 0.35% |
Nondeductible officers' compensation (as a percent) | 0.89% | 5.18% | 3.91% |
Acquisition costs (as a percent) | 0.59% | 2% | |
Change in valuation allowance (as a percent) | 23.80% | 31.90% | 33.50% |
Provision for income taxes (as a percent) | 0.18% | 0.13% | 0.04% |
Income tax expense | $ 978 | $ 618 | $ 98 |
State income tax expense | 600 | 300 | |
Clinical testing and software licensing | |||
Effective tax rates differing from U.S. federal statutory rate | |||
Foreign income tax expense | $ 400 | $ 300 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Valuation allowance | $ 526,235 | $ 396,079 | |
Effect Of Tax Cuts And Jobs Act Of 2017 [Abstract] | |||
Corporate tax rate | 21% | 21% | 21% |
Deferred tax assets | |||
Net operating loss carryforwards | $ 358,109 | $ 315,552 | |
Intangibles | 4,068 | 4,443 | |
Research and development tax credit carryforwards | 52,319 | 38,725 | |
Capitalized research costs | 59,128 | ||
Reserves and accruals | 22,781 | 14,098 | |
Lease Liabilities | 21,000 | 16,843 | |
Deferred revenue | 5,094 | 6,363 | |
Stock based compensation | 23,814 | 15,928 | |
Total deferred tax assets before valuation allowance | 546,313 | 411,952 | |
Less: valuation allowance | (526,235) | (396,079) | |
Total deferred tax assets after valuation allowance | 20,078 | 15,873 | |
Deferred tax liabilities | |||
Fixed Assets | (1,219) | ||
Right-of-use lease assets | (18,859) | (15,873) | |
Total deferred tax liabilities | (20,078) | (15,873) | |
Net deferred tax assets |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 1,400 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 1,000 |
Foreign | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 3.8 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Tax Credit Carryforward [Line Items] | |
Taxable income required for full realization of deferred tax assets | $ 2,000 |
Federal | Research and development tax credit carryforward | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | 48.9 |
Federal | Tax credit that can be carried forward indefinitely | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | 1,100 |
State | Research and development tax credit carryforward | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 29.7 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | |||
Interest and penalties accrued | $ 0 | ||
Reconciliation of the beginning and ending amount of gross unrecognized tax benefits | |||
Balance at beginning of year | 17,514 | $ 11,500 | $ 8,619 |
Additions based on tax positions related to the current year | 6,301 | 6,017 | 2,889 |
Additions (reductions) for tax positions of prior years | (3) | (8) | |
Additions for tax positions of prior years | 29 | ||
Balance at end of year | 23,844 | 17,514 | 11,500 |
Research and development tax credit carryforward | |||
Income Taxes [Line Items] | |||
Unrecognized tax benefits increase | $ 6,300 | $ 6,000 | $ 2,900 |
Net Loss per Share - Loss per S
Net Loss per Share - Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | |||
Net loss used to compute net loss per share, basic and diluted | $ (547,799) | $ (471,716) | $ (229,743) |
Denominator: | |||
Weighted-average number of shares used in computing net loss per share, basic | 98,408 | 90,558 | 81,011 |
Weighted-average number of shares used in computing net loss per share, diluted | 98,408 | 90,558 | 81,011 |
Net loss per share, basic (in dollars per share) | $ (5.57) | $ (5.21) | $ (2.84) |
Net loss per share, diluted (in dollars per share) | $ (5.57) | $ (5.21) | $ (2.84) |
Convertible Notes | |||
Denominator: | |||
Convertible, If-converted value in excess of principal | $ 5,100 |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Shares (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 19,998 | 17,683 | 18,343 |
Options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 5,300 | 5,898 | 6,707 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 6,836 | 3,988 | 4,188 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 90 | 33 | 37 |
Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 7,411 | 7,411 | 7,411 |
Estimated earnout shares for an asset acquisition | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive shares not included in diluted per share calculation | 361 | 353 |