Natera (NTRA) 10-Q 9 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
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	249-9090
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	NTRA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		114,301,688
Entity Central Index Key	0001604821
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash, cash equivalents and restricted cash	$ 403,154	$ 466,091
Short-term investments	408,858	432,301
Accounts receivable, net of allowance of $5,134 and $3,830 at March 31, 2023 and December 31, 2022, respectively	246,785	244,385
Inventory	40,683	35,406
Prepaid expenses and other current assets, net	29,988	33,634
Total current assets	1,129,468	1,211,817
Property and equipment, net	100,587	92,453
Operating lease right-of-use assets	69,537	71,874
Other assets	19,288	18,330
Total assets	1,318,880	1,394,474
Current liabilities:
Accounts payable	36,123	31,148
Accrued compensation	39,231	44,010
Other accrued liabilities	118,638	144,214
Deferred revenue, current portion	16,579	10,777
Short-term debt financing	80,398	80,350
Total current liabilities	290,969	310,499
Long-term debt financing	281,973	281,653
Deferred revenue, long-term portion	21,511	20,001
Operating lease liabilities, long-term portion	73,854	76,577
Total liabilities	668,307	688,730
Commitments and contingencies (Note 8)
Stockholders' equity:
Common stock, $0.0001 par value: 750,000 shares authorized at both March 31, 2023 and December 31, 2022; 113,359 and 111,255 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	11	11
Additional paid in capital	2,741,932	2,664,730
Accumulated deficit	(2,079,572)	(1,942,635)
Accumulated other comprehensive loss	(11,798)	(16,362)
Total stockholders' equity	650,573	705,744
Total liabilities and stockholders' equity	$ 1,318,880	$ 1,394,474

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Condensed Consolidated Balance Sheets
Allowances on accounts receivable	$ 5,134	$ 3,830
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	113,359,000	111,255,000
Common stock, shares outstanding	113,359,000	111,255,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Total revenues	$ 241,756,000	$ 194,133,000
Cost and expenses
Research and development	82,306,000	80,414,000
Selling, general and administrative	149,627,000	147,634,000
Total cost and expenses	380,057,000	331,263,000
Loss from operations	(138,301,000)	(137,130,000)
Interest expense	(3,061,000)	(2,087,000)
Interest and other income, net	4,585,000	801,000
Loss before income taxes	(136,777,000)	(138,416,000)
Income tax expense	(160,000)	(179,000)
Net loss	(136,937,000)	(138,595,000)
Unrealized gain (loss) on available-for-sale securities, net of tax	4,564,000	(11,617,000)
Comprehensive loss	$ (132,373,000)	$ (150,212,000)
Net Loss per Share
Basic (in dollars per share)	$ (1.23)	$ (1.45)
Diluted (in dollars per share)	$ (1.23)	$ (1.45)
Weighted-average number of shares used in computing basic and diluted net loss per share:
Basic (in shares)	111,767	95,578
Diluted (in shares)	111,767	95,578
Product
Revenues
Total revenues	$ 237,797,000	$ 190,002,000
Cost and expenses
Cost of revenues	147,754,000	102,670,000
Licensing and other
Revenues
Total revenues	3,959,000	4,131,000
Cost and expenses
Cost of revenues	$ 370,000	$ 545,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Common stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Total
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
Issuance of common stock upon exercise of stock options		4,156			4,156
Issuance of common stock upon exercise of stock options (in shares)	631
Vesting of restricted stock units (in shares)	488
Stock based compensation		35,087			35,087
Unrealized gain (loss) on available-for sale securities			(11,617)		(11,617)
Net loss				(138,595)	(138,595)
Balance at Mar. 31, 2022	$ 10	2,089,660	(13,904)	(1,533,431)	542,335
Balance (in shares) at Mar. 31, 2022	96,259
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				111,255
Issuance of common stock upon exercise of stock options		2,301			$ 2,301
Issuance of common stock upon exercise of stock options (in shares)	169
Issuance of common stock for IPR&D acquisition		14,435			14,435
Issuance of common stock for IPR&D acquisition (in shares)	336
Vesting of restricted stock units (in shares)	1,250
Stock based compensation		40,695			40,695
Issuance of common stock for bonus		19,771			19,771
Issuance of common stock for bonus (in shares)	349
Unrealized gain (loss) on available-for sale securities			4,564		4,564
Net loss				(136,937)	(136,937)
Balance at Mar. 31, 2023	$ 11	$ 2,741,932	$ (11,798)	$ (2,079,572)	$ 650,573
Balance (in shares) at Mar. 31, 2023	113,359				113,359

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net loss	$ (136,937)	$ (138,595)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5,077	3,002
Expensed in-process research and development	2,679
Premium amortization and discount accretion on investment securities	787	1,790
Stock-based compensation	40,695	35,087
Non-cash lease expense	3,806	3,305
Amortization of debt discount and issuance cost	320	312
Foreign exchange adjustment	265	(281)
Loss on investments		46
Amortization of other assets		143
Non-cash interest expense	48	4
Changes in operating assets and liabilities:
Accounts receivable	(2,400)	(45,788)
Inventory	(5,277)	1,860
Prepaid expenses and other assets	2,338	(6,366)
Accounts payable	5,762	(7,557)
Accrued compensation	14,993	(8,545)
Operating lease liabilities	(2,177)	(2,765)
Other accrued liabilities	(18,181)	21,336
Deferred revenue	7,312	5,735
Cash used in operating activities	(80,890)	(137,277)
Investing activities:
Purchases of investments		(24,977)
Proceeds from sale of investments		166,895
Proceeds from maturity of investments	27,250	81,000
Purchases of property and equipment, net	(11,598)	(15,885)
Cash provided by investing activities	15,652	207,033
Financing activities:
Proceeds from exercise of stock options	2,301	4,156
Cash provided by financing activities	2,301	4,156
Net change in cash, cash equivalents and restricted cash	(62,937)	73,912
Cash, cash equivalents and restricted cash, beginning of period	466,091	84,614
Cash, cash equivalents and restricted cash, end of period	403,154	158,526
Supplemental disclosure of cash flow information:
Cash paid for interest	1,124	159
Non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accruals	1,613	$ 2,096
Issuance of common stock for IPR&D acquisition	14,435
Issuance of common stock for bonus	$ 19,771

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2023
Description of Business
Description of Business	1. Description of Business 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	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. The unaudited interim condensed consolidated financial information includes only adjustments of a normal recurring nature necessary for a fair presentation of the Company’s results of operations, financial position, changes in stockholders’ equity, and cash flows. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results for the full year or the results for any future periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements at that date. These financial statements should be read in conjunction with the audited financial statements, and related notes for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023. 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 $136.9 million for the three months ended March 31, 2023 and an accumulated deficit of $2.1 billion as of March 31, 2023. As of March 31, 2023, the Company had $403.2 million in cash, cash equivalents, and restricted cash, $408.9 million in marketable securities, $80.4 million outstanding balance on its Credit Line (as defined in Note 10, Debt While the Company has introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations. Accordingly, the Company has funded the portion of operating costs that exceeds revenues through a combination of equity issuances, debt issuances, and other financings. The Company continues to develop and commercialize future products and invest in the growth of its business and, consequently, will need to generate additional revenues to achieve future profitability and will 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 at all, 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 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 was estimated to be paid via issuance of an estimated 269,547 additional Natera common shares, consistent with the registration statement filed with the SEC on September 10, 2021, upon 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 terms of the payment for any remaining consideration were modified, resulting in $10.0 million of consideration paid in December 2022 and $15.0 million consideration paid in March 2023, with such consideration primarily consisting of Natera common 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 estimated offering expenses of $0.5 million, the Company received proceeds of approximately $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 May 9, 2023. Principles of Consolidation ​ Use of Estimates ​ Revenue ​ The total consideration which the Company expects to be entitled to receive from patients and insurance carriers in exchange for the Company's products is a significant estimate determined by calculating the average selling price 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 changes to insurance coverage. 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. ​ When assessing the total consideration for insurance carriers and patients, a certain percentage of revenues is further constrained for estimated refunds. ​ Allowance for doubtful accounts ​ The allowance for doubtful accounts for trade accounts receivable and other receivables is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. ​ Appropriate provision has been made for lifetime expected credit losses in accordance with ASC Topic 326-20, Financial Instruments—Credit Losses ​ Inventory ​ Inventory is recorded at the lower of cost or net realizable value, determined on a first-in, first-out basis. The Company uses judgment to analyze and determine if the composition of its inventory is obsolete, slow-moving or unsalable and frequently reviews such determinations. A write down of specifically identified unusable, obsolete, slow-moving or known unsalable inventory in the period is first recognized by using a number of factors including product expiration dates and scrapped inventory. Any write-down of inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded to cost of revenue on our consolidated statements of operations. The Company makes assumptions about future demand, market conditions and the release of new products that may supersede older products. However, if actual market conditions are less favorable than anticipated, additional inventory write-downs may be required. ​ Investments and financial instruments ​ The Company classifies its investments as Level 1 or 2 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. The Company holds Level 2 securities which are initially valued at the transaction price and subsequently valued by a third-party service provider using inputs other than quoted prices that are observable either directly or indirectly, such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. The Company performs certain procedures to corroborate the fair value of these holdings. ​ Other accrued liabilities ​ The Company's uses estimates, judgments, and assumptions in several areas including, but not limited to, estimates of progress to date for certain contracts with vendors, liabilities related to clinical trials, payroll and related expenses, marketing liabilities, reserves associated with insurance and general overpayments, tax-related liabilities, and other operating expenses. Estimates consist of historical trends, analytical procedures, review of supporting documentation, inquiries with supply partners and vendors, and other relevant assumptions. Although the Company believes its estimates, assumptions, and judgment are reasonable, it is based upon information presently available and are subject to change. ​ Credit Losses ​ Appropriate provision has been made for lifetime expected credit losses in accordance with ASC Topic 326-20, Financial Instruments—Credit Losses Balance Sheet Components ​ Available-for-sale debt securities. ​ 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 a cash payment of approximately $4.0 million. The Company’s investment in MyOme is recorded at cost and no impairment was identified as of March 31, 2023. The following are the Company’s related persons and the basis of each such related person’s relationship with MyOme: ​ ● Matthew Rabinowitz, the Company’s executive chairman and co-founder, is the chairman of the board and founder of MyOme, and a beneficial holder of approximately 28.6% of the outstanding shares of MyOme on a fully dilutive basis; ​ ● Jonathan Sheena, the Company’s co-founder and a member of the Company’s board of directors, is a stockholder and a member of the board of directors of Myome; ​ ● Daniel Rabinowitz, the Company’s Secretary and Chief Legal Officer, is a stockholder of Myome; and ​ ● Roelof Botha, the Lead Independent Director of the Company’s board of directors, is a managing member of Sequoia Capital. Certain funds affiliated with Sequoia Capital also participated in MyOme’s series B financing. ​ 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 of $250,000 per customer. The Company performs evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. The Company performs evaluations of financial conditions for insurance carriers, patients, clinics and laboratory partners and generally does not require collateral to support credit sales. For the three months ended March 31, 2023, and 2022, there were no customers exceeding 10% of total revenues on an individual basis. As of March 31, 2023 and December 31, 2022, there were no customers with an outstanding balance exceeding 10% of net accounts receivable. 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. ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ March 31, ​ 2023 ​ 2022 ​ (in thousands) Beginning balance $ (16,362) ​ $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment ​ 4,564 ​ ​ (11,617) Ending balance $ (11,798) ​ $ (13,904) ​ The change in net unrealized loss on available-for-sale securities is due to increased market volatility. The Company has assessed the unrealized loss position for available-for-sale securities and determined that an allowance for an other than temporary impairment was not necessary. ​ Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications 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 accounting standards updates recently issued 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. The Company does not expect adoption of this standard to have a material impact on its consolidated financial statements.

Revenue Recognition

Revenue Recognition	3 Months Ended
	Mar. 31, 2023
Revenue Recognition
Revenue Recognition	­­3. Revenue Recognition The Company recognizes revenues when, or as, performance obligations in the contracts are satisfied, in the amount reflecting the expected consideration to be received from the goods or services transferred to the customers. 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. ​ Additionally, the Company enters into agreements with pharmaceutical companies to utilize the Company’s Signatera tests typically to study new cancer treatments or to validate the outcomes of clinical trials for which the pharmaceutical companies are identified as customers. Such arrangements generally involve performing whole exome sequencing (“WES”) services and the testing of patient samples to detect cancer mutations using its Signatera test. Each test is billable to customers and the personalized cancer profile also makes each test distinct within the context of the contract as customers can exercise control over the test results upon delivery. The Company allocates the contract price to each test using the stand-alone selling price for each service and recognizes the test processing revenue as individual test results are delivered to customers. ​ 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 collect in exchange for the Company’s products is an estimate and may be fixed or variable. Consideration includes reimbursement from both patients and insurance carriers, adjusted for variable consideration related to disallowed cases, discounts, refunds and doubtful accounts, and is estimated using the expected value approach. For insurance carriers with similar reimbursement characteristics, the Company uses a portfolio of relevant historical data to estimate variable consideration and total collections for the Company’s products. 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. The consideration expected from laboratory partners usually includes a fixed amount, but it can be variable depending on the volume of tests performed, and the Company determines the variable consideration 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 18 months to collect payment, and for tests billed to laboratory distribution partners, the average collection cycle takes approximately two 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 equal to the total consideration (as described above) at a point in time when the test results are delivered. Collection of cash attributable to such product revenue can take an average of 18 months from the time the revenue is recognized and during this time management routinely reassesses its estimates of actual to expected cash collections, which are based on historical collection rates and adjusted for current information and trends. To the extent cash collections for tests delivered in prior periods are trending higher than expectations, the Company will increase revenue recognized when sufficient evidence is obtained to conclude the additional revenue will not result in a reversal of revenue in a future period. If cash collections for tests delivered in prior periods are trending below expectations, the Company will reduce revenue to the amount expected to be collected based on the latest information and expectations. Increases or decreases to the amount of cash expected to be collected for tests delivered in prior periods are recognized in product revenue with a corresponding impact to accounts receivable during the period such determination is made. During the quarter ended March 31, 2023, the Company reduced revenue by a net of $9.2 million for tests delivered in prior periods, which decreased revenue and increased net loss net loss ​ Product revenue is constrained via refunds estimated to be paid to insurance carriers. Such refunds are recognized in accrued liabilities until they are either paid to the respective insurance carrier or it is determined the refund will not ultimately be paid, at which time the related accrual is reduced with a corresponding increase to revenue. During the three months ended March 31, 2023 and 2022, the reserves for refunds to insurance carriers were reduced and product revenue increased by $5.7 million and $1.4 million, respectively, for amounts the Company determined would not be refunded to insurance carriers. The increased revenue and corresponding decreased net loss resulted in a decreased loss per share by $0.05 and $0.01 for the three months ended March 31, 2023 and 2022, respectively. ​ 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. During the three months ended March 31, 2023, the Company began recognizing licensing revenue through agreements with pharmaceutical companies in support of potential clinical trials managed by the pharmaceutical companies. ​ Constellation The laboratory partners with whom 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 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 or the 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 Company’s statements of operations and comprehensive loss. BGI Genomics The BGI Genomics Agreement has a term of ten years and expires in February 2029. According to the BGI Genomics Agreement, the Company is entitled to a total of $50.0 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. In 2022, $8.5 million of revenue was recognized for ongoing completion of performance obligations. Through March 31, 2023, the Company had received $44.0 million. As of March 31, 2023, the project related performance obligations have been fulfilled and the remaining revenue allocated to this performance obligation of $0.1 million has been recognized. The Company began recognizing royalty revenue during the three months ended March 31, 2023 of $0.6 million. ​ ​ Pursuant to the BGI Genomics Agreement, the Company licensed its intellectual property to and will provide development services for BGI. 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 are not material on an accumulated basis and therefore will not be capitalized 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. As of March 31, 2023, the Company has invoiced and received payment of $19.3 million for all milestones achieved through March 2023. As of March 31, 2023, the performance obligations of the agreement have been fulfilled and the remaining revenue of $0.2 million has been recognized. ​ Pursuant to the Foundation Medicine 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 is currently providing research use only 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 which commenced in the second quarter of 2021. 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. Disaggregation of Revenues ​ The Company measures its performance results primarily based on revenues recognized from the three categories described below. The following table shows disaggregation of revenues by payer types: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ (in thousands) ​ ​ ​ ​ ​ ​ Insurance carriers ​ $ 210,378 ​ $ 164,742 ​ Laboratory and other partners ​ ​ 22,805 ​ ​ 20,737 ​ Patients ​ ​ 8,573 ​ ​ 8,654 ​ Total revenues ​ $ 241,756 ​ $ 194,133 ​ ​ The following table presents total revenues by geographic area based on the location of the Company’s payers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, ​ 2023 2022 (in thousands) ​ ​ ​ ​ ​ United States $ 233,254 ​ $ 187,217 Americas, excluding U.S. ​ 1,158 ​ ​ 741 Europe, Middle East, India, Africa ​ 5,196 ​ ​ 3,691 Asia Pacific and Other ​ 2,148 ​ ​ 2,484 Total revenues $ 241,756 ​ $ 194,133 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Balance at ​ ​ March 31, ​ December 31, (in thousands) ​ 2023 ​ 2022 Assets: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ $ 246,785 ​ $ 244,385 Liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue, current portion ​ $ 16,579 ​ $ 10,777 Deferred revenue, long-term portion ​ ​ 21,511 ​ ​ 20,001 Total deferred revenues ​ $ 38,090 ​ $ 30,778 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ ​ 2023 ​ ​ 2022 (in thousands) ​ ​ ​ Beginning balance ​ $ 30,778 ​ $ 28,722 Increase in deferred revenues ​ ​ 12,100 ​ ​ 10,508 Revenue recognized during the period that was included in ​ ​ (3,988) ​ ​ (3,889) Revenue recognized from performance obligations satisfied ​ ​ (800) ​ ​ (884) Ending balance ​ $ 38,090 ​ $ 34,457 ​

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Level I ​ Level II ​ Level III Total Level I ​ Level II ​ Level III Total ​ ​ (in thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market deposits ​ $ 246,954 ​ $ — ​ $ — ​ $ 246,954 ​ $ 283,358 ​ $ — ​ $ — ​ $ 283,358 Liquid demand deposits ​ ​ 126,986 ​ ​ — ​ ​ — ​ ​ 126,986 ​ ​ 125,596 ​ ​ — ​ ​ — ​ ​ 125,596 U.S. Treasury securities ​ ​ 334,404 ​ ​ — ​ ​ — ​ ​ 334,404 ​ ​ 346,057 ​ ​ — ​ ​ — ​ ​ 346,057 Corporate bonds and notes ​ ​ — ​ ​ 18,719 ​ ​ — ​ ​ 18,719 ​ ​ — ​ ​ 23,529 ​ ​ — ​ ​ 23,529 Municipal securities ​ ​ — ​ ​ 55,735 ​ ​ — ​ ​ 55,735 ​ ​ — ​ ​ 62,715 ​ ​ — ​ ​ 62,715 Total financial assets ​ $ 708,344 ​ $ 74,454 ​ $ — ​ $ 782,798 ​ $ 755,011 ​ $ 86,244 ​ $ — ​ $ 841,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value of Short-Term and Long-Term Debt: As of March 31, 2023, 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 Condensed Consolidated Balance Sheets for both March 31, 2023 and December 31, 2022, was $80.4 million, and were based upon observable Level 1 inputs, including the interest rate based on the 30-day SOFR average, plus 1.21% . As of March 31, 2023, the estimated fair value of the Convertible Notes, which are not presented at fair value on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022, was $466.6 million and $358.4 million, respectively, based upon observable, Level 2 inputs, including pricing information from recent trades of the Convertible Notes. See Note 10, Debt

Financial Instruments

Financial Instruments	3 Months Ended
	Mar. 31, 2023
Financial Instruments
Financial Instruments	5. Financial Instruments The Company elected to invest a portion of its cash assets in conservative, income earning, and liquid investments. Cash equivalents and investments, all of which are classified as available-for-sale securities, consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Amortized Cost Gross Unrealized Loss Estimated Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value ​ ​ (in thousands) Money market deposits ​ $ 246,954 ​ $ — ​ $ 246,954 ​ $ 283,358 ​ $ — ​ $ — ​ $ 283,358 Liquid demand deposits ​ ​ 126,986 ​ ​ — ​ ​ 126,986 ​ ​ 125,596 ​ ​ — ​ ​ — ​ ​ 125,596 U.S. Treasury securities (1) ​ 342,958 ​ ​ (8,554) ​ 334,404 ​ 358,385 ​ — ​ (12,328) ​ 346,057 Corporate bonds and notes (1) ​ 19,014 ​ ​ (295) ​ 18,719 ​ 24,045 ​ — ​ (516) ​ 23,529 Municipal securities ​ ​ 58,388 ​ ​ (2,653) ​ ​ 55,735 ​ ​ 65,973 ​ ​ 1 ​ ​ (3,259) ​ ​ 62,715 Total ​ $ 794,300 ​ $ (11,502) ​ $ 782,798 ​ $ 857,357 ​ $ 1 ​ $ (16,103) ​ $ 841,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Classified as: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (2) ​ ​ ​ ​ ​ ​ ​ ​ 373,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 408,954 Short-term investments ​ ​ ​ ​ ​ ​ ​ ​ 408,858 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 432,301 Total ​ ​ ​ ​ ​ ​ ​ $ 782,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 841,255 ​ (1) Per the Company’s investment policy, all debt securities are classified as short-term investments irrespective of holding period. (2) Cash equivalents includes money market deposits and liquid demand deposits. ​ 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). During the three months ended March 31, 2023, the Company did not sell any investments. 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 March 31, 2023, the Company had 56 investments in an unrealized loss position in its portfolio. An allowance for credit losses was not necessary as the decrease in the fair market value for a majority of the available-for-sale securities was as a result of a significant average yield rate increase for similar securities as of March 31, 2023. The Company has assessed the unrealized loss position for available-for-sale debt securities for which an allowance for credit losses has not been recorded and concluded any such losses are temporary and not indicative of an impairment. The following table presents debt securities available-for-sale that were in an unrealized loss position as of March 31, 2023, aggregated by major security type in a continuous loss position. There were no debt securities available-for-sale in an unrealized loss position for less than 12 months as of March 31, 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value ​ Unrealized Loss ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 334,404 ​ $ (8,554) Corporate bonds and notes ​ ​ 18,719 ​ ​ (295) Municipal securities ​ ​ 55,735 ​ ​ (2,653) Total ​ $ 408,858 ​ $ (11,502) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Amortized Cost ​ Fair Value ​ ​ (in thousands) Less than or equal to one year ​ $ 349,114 ​ $ 341,858 Greater than one year but less than five years ​ ​ 71,246 ​ ​ 67,000 Total ​ $ 420,360 ​ $ 408,858 ​ ​ ​ ​ ​ ​

Balance Sheet Components

Balance Sheet Components	3 Months Ended
	Mar. 31, 2023
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 and other receivables for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ ​ 2023 ​ 2022 ​ ​ ​ (in thousands) Beginning balance ​ $ 3,830 ​ $ 2,429 Provision for credit losses ​ ​ 1,304 ​ ​ 331 Write-offs ​ ​ — ​ ​ (368) Total ​ $ 5,134 ​ $ 2,392 ​ ​ Property and Equipment, net ​ The Company’s property and equipment consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ Useful Life 2023 2022 ​ ​ (in thousands) Machinery and equipment 3- 5 $ 74,852 ​ $ 66,262 Computer equipment 3 years ​ 1,700 ​ 1,308 Purchased and capitalized software held for internal use 3 years ​ 6,739 ​ ​ 5,464 Leasehold improvements Lesser of useful life or lease term ​ 29,761 ​ 29,747 Construction-in-process ​ ​ 28,148 ​ 25,370 ​ ​ ​ 141,200 ​ 128,151 Less: Accumulated depreciation and amortization ​ ​ (40,613) ​ (35,698) Total Property and Equipment, net ​ $ 100,587 ​ $ 92,453 ​ The Company’s long-lived assets are mostly located in the United States. ​ During the three months ended March 31, 2023, the increase in net property and equipment was due to expansion projects and purchases of new equipment for the Company’s laboratories located in Texas and California to expand testing capabilities, offset by depreciation expense of $5.1 million recorded in the three months ended March 31, 2023 Depreciation expense of $3.0 million was recorded in the three months ended March 31, 2022. The Company did not incur any impairment charges during the three months ended in either March 31, 2023 or 2022. ​ Other Accrued Liabilities ​ The Company’s other accrued liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 ​ (in thousands) Reserves for refunds to insurance carriers $ 14,271 ​ $ 18,948 Accrued charges for third-party testing ​ 13,707 ​ ​ 17,036 Testing and laboratory materials from suppliers ​ 15,203 ​ ​ 13,281 Marketing and corporate affairs ​ 7,604 ​ ​ 8,943 Legal, audit and consulting fees ​ 21,793 ​ 36,710 Accrued shipping charges ​ 1,004 ​ ​ 485 Sales and income tax payable ​ 5,091 ​ ​ 4,319 Accrued third-party service fees ​ 10,184 ​ ​ 6,631 Clinical trials and studies 11,373 ​ ​ 23,301 Operating lease liabilities, current portion ​ 9,308 ​ ​ 7,639 Property and equipment purchases ​ 1,777 ​ ​ 1,821 Other accrued interest ​ 2,695 ​ ​ 1,078 Other accrued expenses 4,628 ​ ​ 4,022 Total other accrued liabilities $ 118,638 ​ $ 144,214 ​ 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 the Company releases these previously accrued amounts, they are recognized as product revenues in the condensed statements of operations and comprehensive loss. The following table summarizes the reserve balance and activities for refunds to insurance carriers for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ 2023 2022 ​ (in thousands) Beginning balance $ 18,948 ​ $ 17,210 Additional reserves 2,384 ​ 3,502 Refunds to carriers (350) ​ ​ (1,991) Reserves released to revenue ​ (6,711) ​ ​ (1,395) Ending balance $ 14,271 ​ $ 17,326 ​ ​ ​ ​ ​ ​ ​

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases.
Leases	7. Leases ​ Operating Leases ​ The Company entered into a lease agreement in November 2020 to lease 11,395 square feet of space located in South San Francisco, California over a 36 -month term. The premises are used for general office, laboratory and research use. The annual lease payment starts at $0.9 million and will escalate annually commencing in December 2021. In December 2022, the Company exercised the renewal option of the South San Francisco lease agreement. In January 2023, the Company entered in an amendment to extend the lease term of the South San Francisco premises by three years , through November 2026. As part of the IPR&D asset acquisition in September 2021, the Company inherited a 24 -month lease for 7,107 square feet of laboratory space in Canada. The annual lease payment starts at $0.2 million and will expire in August 2023. ​ The operating lease right-of-use assets are classified as noncurrent assets in the balance sheet. The corresponding lease liabilities are separated into current and long-term portions as follows: ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 ​ 2022 ​ ​ (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 9,308 ​ $ 7,639 Operating lease liabilities, long-term portion ​ 73,854 ​ ​ 76,577 Total operating lease liabilities $ 83,162 ​ $ 84,216 ​ 7.35 The present value of the future annual minimum lease payments under all non-cancellable operating leases as of March 31, 2023 are as follows: ​ ​ ​ ​ ​ Operating Leases ​ (in thousands) As of March 31, 2023 ​ ​ 2023 (remaining 9 months) $ 10,266 2024 ​ 16,007 2025 ​ 16,352 2026 ​ 16,732 2027 ​ 13,676 2028 and thereafter ​ 33,998 ​ ​ 107,031 Less: imputed interest ​ (23,869) Operating lease liabilities $ 83,162 ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
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 “CareDx 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 CareDx Patents invalid. This finding was affirmed on appeal by the United States Court of Appeals for the Federal Circuit. CareDx’s petition for rehearing by the Federal Circuit was denied, and CareDx has filed a petition for certiorari to the United States Supreme Court. 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. In January 2020, the Company filed suit against ArcherDX, Inc. (“ArcherDX”) in the United States District Court for the District of Delaware. In January 2021, the Company named an additional Archer DX entity, ArcherDx LLC, and Invitae Corp. as defendants. The Company alleges that certain ArcherDX products infringe three of the Company’s patents (the “ArcherDX case”), and is seeking unspecified monetary damages and injunctive relief. Trial began in 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, and some of which were decided in favor of upholding the challenged claims. The petitions filed by the Company and certain others remain pending. The lawsuit against the Company is presently stayed. 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. The case has been stayed 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 December 2022, the Company filed a second suit against Inivata in the same district court, alleging that certain of Inivata’s oncology products additionally infringe a third patent of the Company’s, and seeking unspecified monetary damages and injunctive relief. The two suits have been consolidated. Inivata has filed a motion to dismiss the Company’s second complaint, which motion is currently pending before the Court. 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. Trial is currently scheduled for March 2024. Other Litigation Matters. ​ 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. 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. ​ In May 2021, Guardant. Inc. (“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. Also in May 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 and has asserted the claims from the Texas action as counterclaims in the California action, 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. In May 2023, the Court granted the Company’s motion to dismiss the lawsuit, and the case was dismissed without prejudice. ​ 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. These matters have been consolidated. The Company filed a motion to dismiss the consolidated lawsuit, which resulted in the plaintiffs filing an amended complaint in April 2023. ​ 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. This matter has been dismissed and the claims raised in this matter have been 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 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 if probable and estimable. Contractual Commitments The following table sets forth the Company’s material contractual commitments as of March 31, 2023 with a remaining term of at least one year: ​ ​ ​ ​ ​ Party Commitments ​ Expiry Date ​ (in thousands) ​ ​ Laboratory instruments supplier $ 15,048 ​ December 2024 Material suppliers ​ 21,753 ​ March 2028 Application service providers ​ 15,957 ​ March 2026 Other material suppliers ​ 20,041 ​ Various Total $ 72,799 ​ ​ ​

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2023
Stock-Based Compensation
Stock-Based Compensation	9. Stock-Based Compensation 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. ​ ● 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 after they are granted. These awards generally expire earlier if the participant's service terminates earlier. ​ Restricted Shares and Stock Units. ​ Employee Stock Purchase Plan During the period ended March 31, 2023, there have not been any changes to the Company’s 2015 Natera, Inc. Employee Stock Purchase Plan (the “ESPP”) as disclosed in Form 10-K for the fiscal year ended December 31, 2022. The Company has made 4,183,261 shares available for issuance under the Plan as of March 31, 2023, a number that is automatically increased on the first business day of each fiscal year of the Company during the term of the ESPP by the least of (i) 1% of the total number of shares of common stock actually issued and outstanding on the last business day of the prior fiscal year, (ii) 880,000 shares of common stock (subject to the ESPP), or (iii) a number of shares of common stock determined by the Company’s board of directors. The first offering period of 2023 started on November 1, 2022 and will end on April 30, 2023. As of March 31, 2023, no shares have been purchased in the first offering period. Stock Options and Restricted Stock Units The following table summarizes option and RSU activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding Options and RSUs ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Shares ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Available for ​ Shares ​ Exercise ​ Contractual ​ Intrinsic (in thousands, except for contractual life and exercise price) ​ Grant ​ Outstanding ​ Price ​ Life ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ (in years) ​ ​ Balance at December 31, 2022 3,263 5,300 ​ $ 21.11 4.84 ​ $ 131,385 Additional shares authorized 3,500 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Options granted (317) 317 ​ $ 44.17 ​ ​ ​ ​ ​ Options exercised — (169) ​ $ 13.63 ​ ​ ​ ​ ​ RSUs granted ​ (5,369) ​ — ​ ​ ​ ​ ​ ​ ​ ​ RSUs forfeited/cancelled ​ 250 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2023 1,327 5,448 ​ $ 22.69 ​ 4.93 ​ $ 199,854 Exercisable at March 31, 2023 ​ ​ 4,541 ​ $ 13.25 ​ 4.15 ​ $ 194,651 Vested and expected to vest at March 31, 2023 ​ ​ 5,392 ​ $ 22.21 ​ 4.89 ​ $ 199,545 ​ 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 assessed the performance-based awards with the appropriate valuation method and has recognized the applicable stock-based compensation expense. ​ The Company has recognized $7.3 million and $13.5 million in stock-based compensation for performance-based awards for the three months ended March 31, 2023 and 2022, respectively. There were no performance-based awards with market conditions and a fair value estimated using a Monte Carlo simulation model granted in the three months ended March 31, 2023 and 2022. ​ Restricted Stock Units ​ The following table summarizes unvested RSU for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date (in thousands, except for grant date fair value) ​ Shares ​ Fair Value ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ 6,836 ​ $ 57.12 Granted ​ 5,369 ​ $ 44.75 Vested ​ (1,599) ​ $ 57.36 Cancelled/forfeited ​ (250) ​ $ 51.95 Balance at March 31, 2023 ​ 10,356 ​ $ 50.75 ​ 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. If awards have both a service condition and performance or market condition, then an accelerated expense method is used. No compensation cost is recognized when the requisite service has not been met and the awards are therefore forfeited. Employee stock-based compensation expense is 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 is not adjusted for estimated forfeitures up until the occurrence of the actual forfeiture of the associated awards. The following tables present the effect of employee and non-employee stock-based compensation expense on selected statements of operations line items for the three months ended March 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ 2023 ​ 2022 ​ Employee Non-Employee Total Employee Non-Employee Total ​ ​ (in thousands) Cost of revenues ​ $ 2,554 ​ $ 2 ​ $ 2,556 ​ $ 1,716 ​ $ — ​ $ 1,716 Research and development ​ 14,315 ​ 543 ​ 14,858 ​ 9,006 ​ 415 ​ 9,421 Selling, general and administrative ​ 22,959 ​ 322 ​ 23,281 ​ 23,875 ​ 75 ​ 23,950 Total ​ $ 39,828 ​ $ 867 ​ $ 40,695 ​ $ 34,597 ​ $ 490 ​ $ 35,087 ​ Valuation of Stock Option Grants to Employees and Non-employees The Company utilizes the Black-Scholes option pricing model when estimating the fair value of stock options. For the three months ended March 31, 2023, the following valuation assumptions were applied on both the employee and non-employee options. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2023 2022 Expected term (years) 5.20 ​ — 6.00 ​ 5.12 ​ — 10.00 ​ Expected volatility 68.61 % — 70.07 % 55.91 % — 62.30 % Expected dividend rate ​ ​ ​ 0.00 % ​ ​ ​ 0.00 % Risk-free interest rate 3.41 % — 3.58 % 1.62 % — 1.78 % ​ 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	3 Months Ended
	Mar. 31, 2023
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 was fully drawn down in 2016. The Credit Line was amended in July 2017 and bears 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 SOFR rate is variable. The interest rate as of March 31, 2023 was 5.84%. The Credit Line was subsequently increased from $50.0 million to $150.0 million in 2020. In November 2022, the Company drew down $30.0 million from the $100.0 million available from the Credit Line. 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. As of March 31, 2023, the Company has drawn down a total of $80.0 million and there is $70.0 million remaining and available on the Credit Line. ​ For the three months ended March 31, 2023 and 2022, the Company recorded interest expense on the Credit Line of $1.1 million and $0.2 million, respectively. Convertible Notes ​ ​ ​ ​ ● During any fiscal quarter commencing after March 31, 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. ​ ​ conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price will be equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest. ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ (in thousands) Long-Term Debt ​ ​ ​ ​ ​ Outstanding Principal $ 287,500 ​ $ 287,500 Unamortized debt discount and issuance cost ​ (5,527) ​ ​ (5,847) Net carrying amount $ 281,973 ​ $ 281,653 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2023 2022 ​ (in thousands) ​ Cash interest expense ​ ​ ​ ​ ​ ​ Contractual interest expense $ 1,617 ​ $ 1,617 ​ Non-cash interest expense ​ ​ ​ ​ ​ ​ Amortization of debt discount and debt issuance cost ​ 320 ​ ​ 312 ​ Total interest expense $ 1,937 ​ $ 1,929 ​ ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes
Income Taxes	11. Income Taxes During the three months ended March 31, 2023 and 2022, the Company recorded total income tax expense of approximately $160,000 and $179,000, respectively. The income tax expense is primarily attributable to state income tax and foreign income tax expenses resulting from testing to clinics and licenses of cloud-based software and intellectual property that are based in a foreign country. Due to the Company’s history of cumulative operating losses, the Company concluded that, after considering all the available objective evidence, it is not more likely than not that all of the Company’s net deferred tax assets will be realized. Accordingly, all of the Company’s deferred tax assets, which includes net operating loss carryforwards and tax credits related primarily to research and development, continue to be subjected to a full valuation allowance as of March 31, 2023. The Company will continue to maintain a full valuation allowance until there is sufficient evidence to support recoverability of its deferred tax assets. Interest and/or penalties related to income tax matters are recognized as a component of income tax expense. As of March 31, 2023 and December 31, 2022, there were no accrued interest and penalties related to uncertain tax positions.

Net Loss per Share

Net Loss per Share	3 Months Ended
	Mar. 31, 2023
Net Loss per Share
Net Loss per Share	12. Net Loss per Share The Convertible Notes are convertible by the holders as of March 31, 2023. 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 shares issued to settle the Convertible Notes would exceed the Convertible Note principle by $96.6 million based on the closing price of the Company’s common stock as of March 31, 2023. 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 have been excluded from the calculation of diluted earnings per share. If converted, the Company does not intend to settle the obligation in cash. The following table shows total outstanding potentially dilutive shares excluded from the computation of diluted loss per share as their effect would be anti-dilutive, as of March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2023 2022 ​ (in thousands) ​ Options to purchase common stock ​ 5,448 5,481 ​ Performance-based awards and restricted stock units ​ 10,356 ​ 7,490 ​ Employee stock purchase plan ​ 197 ​ 230 ​ Convertible Notes ​ 7,411 ​ 7,411 ​ Earnouts for development with acquired Canadian entity ​ — ​ 811 ​ Total ​ 23,412 21,423 ​ ​

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	13. Subsequent Events ​ ​

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. The unaudited interim condensed consolidated financial information includes only adjustments of a normal recurring nature necessary for a fair presentation of the Company’s results of operations, financial position, changes in stockholders’ equity, and cash flows. The results of operations for the three months ended March 31, 2023, are not necessarily indicative of the results for the full year or the results for any future periods. The condensed consolidated balance sheet as of December 31, 2022 has been derived from audited financial statements at that date. These financial statements should be read in conjunction with the audited financial statements, and related notes for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023.
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 $136.9 million for the three months ended March 31, 2023 and an accumulated deficit of $2.1 billion as of March 31, 2023. As of March 31, 2023, the Company had $403.2 million in cash, cash equivalents, and restricted cash, $408.9 million in marketable securities, $80.4 million outstanding balance on its Credit Line (as defined in Note 10, Debt While the Company has introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations. Accordingly, the Company has funded the portion of operating costs that exceeds revenues through a combination of equity issuances, debt issuances, and other financings. The Company continues to develop and commercialize future products and invest in the growth of its business and, consequently, will need to generate additional revenues to achieve future profitability and will 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 at all, 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 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 was estimated to be paid via issuance of an estimated 269,547 additional Natera common shares, consistent with the registration statement filed with the SEC on September 10, 2021, upon 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 terms of the payment for any remaining consideration were modified, resulting in $10.0 million of consideration paid in December 2022 and $15.0 million consideration paid in March 2023, with such consideration primarily consisting of Natera common 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 estimated offering expenses of $0.5 million, the Company received proceeds of approximately $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 May 9, 2023.
Principles of Consolidation	Principles of Consolidation ​
Use of Estimates	Use of Estimates ​ Revenue ​ The total consideration which the Company expects to be entitled to receive from patients and insurance carriers in exchange for the Company's products is a significant estimate determined by calculating the average selling price 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 changes to insurance coverage. 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. ​ When assessing the total consideration for insurance carriers and patients, a certain percentage of revenues is further constrained for estimated refunds. ​ Allowance for doubtful accounts ​ The allowance for doubtful accounts for trade accounts receivable and other receivables is based on the Company’s assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. ​ Appropriate provision has been made for lifetime expected credit losses in accordance with ASC Topic 326-20, Financial Instruments—Credit Losses ​ Inventory ​ Inventory is recorded at the lower of cost or net realizable value, determined on a first-in, first-out basis. The Company uses judgment to analyze and determine if the composition of its inventory is obsolete, slow-moving or unsalable and frequently reviews such determinations. A write down of specifically identified unusable, obsolete, slow-moving or known unsalable inventory in the period is first recognized by using a number of factors including product expiration dates and scrapped inventory. Any write-down of inventory to net realizable value establishes a new cost basis and will be maintained even if certain circumstances suggest the inventory is recoverable in subsequent periods. Costs associated with the write-down of inventory are recorded to cost of revenue on our consolidated statements of operations. The Company makes assumptions about future demand, market conditions and the release of new products that may supersede older products. However, if actual market conditions are less favorable than anticipated, additional inventory write-downs may be required. ​ Investments and financial instruments ​ The Company classifies its investments as Level 1 or 2 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets that the Company has the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. The Company holds Level 2 securities which are initially valued at the transaction price and subsequently valued by a third-party service provider using inputs other than quoted prices that are observable either directly or indirectly, such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. The Company performs certain procedures to corroborate the fair value of these holdings. ​ Other accrued liabilities ​ The Company's uses estimates, judgments, and assumptions in several areas including, but not limited to, estimates of progress to date for certain contracts with vendors, liabilities related to clinical trials, payroll and related expenses, marketing liabilities, reserves associated with insurance and general overpayments, tax-related liabilities, and other operating expenses. Estimates consist of historical trends, analytical procedures, review of supporting documentation, inquiries with supply partners and vendors, and other relevant assumptions. Although the Company believes its estimates, assumptions, and judgment are reasonable, it is based upon information presently available and are subject to change.
Credit Losses	Credit Losses ​ Appropriate provision has been made for lifetime expected credit losses in accordance with ASC Topic 326-20, Financial Instruments—Credit Losses Balance Sheet Components ​ Available-for-sale debt securities.
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 a cash payment of approximately $4.0 million. The Company’s investment in MyOme is recorded at cost and no impairment was identified as of March 31, 2023. The following are the Company’s related persons and the basis of each such related person’s relationship with MyOme: ​ ● Matthew Rabinowitz, the Company’s executive chairman and co-founder, is the chairman of the board and founder of MyOme, and a beneficial holder of approximately 28.6% of the outstanding shares of MyOme on a fully dilutive basis; ​ ● Jonathan Sheena, the Company’s co-founder and a member of the Company’s board of directors, is a stockholder and a member of the board of directors of Myome; ​ ● Daniel Rabinowitz, the Company’s Secretary and Chief Legal Officer, is a stockholder of Myome; and ​ ● Roelof Botha, the Lead Independent Director of the Company’s board of directors, is a managing member of Sequoia Capital. Certain funds affiliated with Sequoia Capital also participated in MyOme’s series B financing.
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 of $250,000 per customer. The Company performs evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. The Company performs evaluations of financial conditions for insurance carriers, patients, clinics and laboratory partners and generally does not require collateral to support credit sales. For the three months ended March 31, 2023, and 2022, there were no customers exceeding 10% of total revenues on an individual basis. As of March 31, 2023 and December 31, 2022, there were no customers with an outstanding balance exceeding 10% of net accounts receivable.
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. ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ March 31, ​ 2023 ​ 2022 ​ (in thousands) Beginning balance $ (16,362) ​ $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment ​ 4,564 ​ ​ (11,617) Ending balance $ (11,798) ​ $ (13,904) ​ The change in net unrealized loss on available-for-sale securities is due to increased market volatility. The Company has assessed the unrealized loss position for available-for-sale securities and determined that an allowance for an other than temporary impairment was not necessary.
Recent Accounting Pronouncements	Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications 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 accounting standards updates recently issued 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. 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)	3 Months Ended
	Mar. 31, 2023
Summary of Significant Accounting Policies
Schedule of Accumulated Other Comprehensive Income (Loss)	​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ March 31, ​ 2023 ​ 2022 ​ (in thousands) Beginning balance $ (16,362) ​ $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment ​ 4,564 ​ ​ (11,617) Ending balance $ (11,798) ​ $ (13,904) ​

Revenue Recognition (Tables)

Revenue Recognition (Tables)	3 Months Ended
	Mar. 31, 2023
Revenue Recognition
Schedule of disaggregation of revenues by payer types	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ March 31, ​ ​ ​ 2023 ​ 2022 ​ (in thousands) ​ ​ ​ ​ ​ ​ Insurance carriers ​ $ 210,378 ​ $ 164,742 ​ Laboratory and other partners ​ ​ 22,805 ​ ​ 20,737 ​ Patients ​ ​ 8,573 ​ ​ 8,654 ​ Total revenues ​ $ 241,756 ​ $ 194,133 ​ ​
Schedule of total revenue by geographic area	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ March 31, ​ 2023 2022 (in thousands) ​ ​ ​ ​ ​ United States $ 233,254 ​ $ 187,217 Americas, excluding U.S. ​ 1,158 ​ ​ 741 Europe, Middle East, India, Africa ​ 5,196 ​ ​ 3,691 Asia Pacific and Other ​ 2,148 ​ ​ 2,484 Total revenues $ 241,756 ​ $ 194,133 ​
Schedule of beginning and ending balances of accounts receivable and deferred revenues	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at ​ Balance at ​ ​ March 31, ​ December 31, (in thousands) ​ 2023 ​ 2022 Assets: ​ ​ ​ ​ ​ ​ Accounts receivable, net ​ $ 246,785 ​ $ 244,385 Liabilities: ​ ​ ​ ​ ​ ​ Deferred revenue, current portion ​ $ 16,579 ​ $ 10,777 Deferred revenue, long-term portion ​ ​ 21,511 ​ ​ 20,001 Total deferred revenues ​ $ 38,090 ​ $ 30,778 ​
Schedule of changes in the balance of deferred revenues	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ March 31, ​ ​ 2023 ​ ​ 2022 (in thousands) ​ ​ ​ Beginning balance ​ $ 30,778 ​ $ 28,722 Increase in deferred revenues ​ ​ 12,100 ​ ​ 10,508 Revenue recognized during the period that was included in ​ ​ (3,988) ​ ​ (3,889) Revenue recognized from performance obligations satisfied ​ ​ (800) ​ ​ (884) Ending balance ​ $ 38,090 ​ $ 34,457

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
Fair Value Measurements
Summary of financial assets and liabilities measured on recurring basis	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Level I ​ Level II ​ Level III Total Level I ​ Level II ​ Level III Total ​ ​ (in thousands) Financial Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Money market deposits ​ $ 246,954 ​ $ — ​ $ — ​ $ 246,954 ​ $ 283,358 ​ $ — ​ $ — ​ $ 283,358 Liquid demand deposits ​ ​ 126,986 ​ ​ — ​ ​ — ​ ​ 126,986 ​ ​ 125,596 ​ ​ — ​ ​ — ​ ​ 125,596 U.S. Treasury securities ​ ​ 334,404 ​ ​ — ​ ​ — ​ ​ 334,404 ​ ​ 346,057 ​ ​ — ​ ​ — ​ ​ 346,057 Corporate bonds and notes ​ ​ — ​ ​ 18,719 ​ ​ — ​ ​ 18,719 ​ ​ — ​ ​ 23,529 ​ ​ — ​ ​ 23,529 Municipal securities ​ ​ — ​ ​ 55,735 ​ ​ — ​ ​ 55,735 ​ ​ — ​ ​ 62,715 ​ ​ — ​ ​ 62,715 Total financial assets ​ $ 708,344 ​ $ 74,454 ​ $ — ​ $ 782,798 ​ $ 755,011 ​ $ 86,244 ​ $ — ​ $ 841,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Financial Instruments (Tables)

Financial Instruments (Tables)	3 Months Ended
	Mar. 31, 2023
Financial Instruments
Schedule of available-for-sale securities	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ Amortized Cost Gross Unrealized Loss Estimated Fair Value Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value ​ ​ (in thousands) Money market deposits ​ $ 246,954 ​ $ — ​ $ 246,954 ​ $ 283,358 ​ $ — ​ $ — ​ $ 283,358 Liquid demand deposits ​ ​ 126,986 ​ ​ — ​ ​ 126,986 ​ ​ 125,596 ​ ​ — ​ ​ — ​ ​ 125,596 U.S. Treasury securities (1) ​ 342,958 ​ ​ (8,554) ​ 334,404 ​ 358,385 ​ — ​ (12,328) ​ 346,057 Corporate bonds and notes (1) ​ 19,014 ​ ​ (295) ​ 18,719 ​ 24,045 ​ — ​ (516) ​ 23,529 Municipal securities ​ ​ 58,388 ​ ​ (2,653) ​ ​ 55,735 ​ ​ 65,973 ​ ​ 1 ​ ​ (3,259) ​ ​ 62,715 Total ​ $ 794,300 ​ $ (11,502) ​ $ 782,798 ​ $ 857,357 ​ $ 1 ​ $ (16,103) ​ $ 841,255 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Classified as: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash equivalents (2) ​ ​ ​ ​ ​ ​ ​ ​ 373,940 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 408,954 Short-term investments ​ ​ ​ ​ ​ ​ ​ ​ 408,858 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 432,301 Total ​ ​ ​ ​ ​ ​ ​ $ 782,798 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 841,255 ​ (1) Per the Company’s investment policy, all debt securities are classified as short-term investments irrespective of holding period. (2) Cash equivalents includes money market deposits and liquid demand deposits. ​
Schedule of debt securities available-for-sale in unrealized loss position	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Fair Value ​ Unrealized Loss ​ ​ ​ ​ ​ ​ ​ U.S. Treasury securities ​ $ 334,404 ​ $ (8,554) Corporate bonds and notes ​ ​ 18,719 ​ ​ (295) Municipal securities ​ ​ 55,735 ​ ​ (2,653) Total ​ $ 408,858 ​ $ (11,502) ​
Summarized portfolio of available-for-sale securities by contractual maturity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Amortized Cost ​ Fair Value ​ ​ (in thousands) Less than or equal to one year ​ $ 349,114 ​ $ 341,858 Greater than one year but less than five years ​ ​ 71,246 ​ ​ 67,000 Total ​ $ 420,360 ​ $ 408,858 ​

Balance Sheet Components (Table

Balance Sheet Components (Tables)	3 Months Ended
	Mar. 31, 2023
Balance Sheet Components
Schedule of allowances for credit losses related to trade accounts receivable and other receivables	​ The following is a roll-forward of the allowances for credit losses related to trade accounts receivable and other receivables for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ March 31, ​ ​ 2023 ​ 2022 ​ ​ ​ (in thousands) Beginning balance ​ $ 3,830 ​ $ 2,429 Provision for credit losses ​ ​ 1,304 ​ ​ 331 Write-offs ​ ​ — ​ ​ (368) Total ​ $ 5,134 ​ $ 2,392
Schedule of property and equipment	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ Useful Life 2023 2022 ​ ​ (in thousands) Machinery and equipment 3- 5 $ 74,852 ​ $ 66,262 Computer equipment 3 years ​ 1,700 ​ 1,308 Purchased and capitalized software held for internal use 3 years ​ 6,739 ​ ​ 5,464 Leasehold improvements Lesser of useful life or lease term ​ 29,761 ​ 29,747 Construction-in-process ​ ​ 28,148 ​ 25,370 ​ ​ ​ 141,200 ​ 128,151 Less: Accumulated depreciation and amortization ​ ​ (40,613) ​ (35,698) Total Property and Equipment, net ​ $ 100,587 ​ $ 92,453 ​
Schedule of other accrued liabilities	​ ​ ​ ​ ​ ​ ​ ​ March 31, December 31, ​ 2023 2022 ​ (in thousands) Reserves for refunds to insurance carriers $ 14,271 ​ $ 18,948 Accrued charges for third-party testing ​ 13,707 ​ ​ 17,036 Testing and laboratory materials from suppliers ​ 15,203 ​ ​ 13,281 Marketing and corporate affairs ​ 7,604 ​ ​ 8,943 Legal, audit and consulting fees ​ 21,793 ​ 36,710 Accrued shipping charges ​ 1,004 ​ ​ 485 Sales and income tax payable ​ 5,091 ​ ​ 4,319 Accrued third-party service fees ​ 10,184 ​ ​ 6,631 Clinical trials and studies 11,373 ​ ​ 23,301 Operating lease liabilities, current portion ​ 9,308 ​ ​ 7,639 Property and equipment purchases ​ 1,777 ​ ​ 1,821 Other accrued interest ​ 2,695 ​ ​ 1,078 Other accrued expenses 4,628 ​ ​ 4,022 Total other accrued liabilities $ 118,638 ​ $ 144,214
Summary of reserve balance and activities for refunds to insurance carriers	​ ​ ​ ​ ​ ​ ​ ​ March 31, March 31, ​ 2023 2022 ​ (in thousands) Beginning balance $ 18,948 ​ $ 17,210 Additional reserves 2,384 ​ 3,502 Refunds to carriers (350) ​ ​ (1,991) Reserves released to revenue ​ (6,711) ​ ​ (1,395) Ending balance $ 14,271 ​ $ 17,326 ​ ​ ​ ​ ​ ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases.
Schedule of lease liabilities	​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 ​ 2022 ​ ​ (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 9,308 ​ $ 7,639 Operating lease liabilities, long-term portion ​ 73,854 ​ ​ 76,577 Total operating lease liabilities $ 83,162 ​ $ 84,216
Schedule of annual minimum lease payments	​ ​ ​ ​ ​ Operating Leases ​ (in thousands) As of March 31, 2023 ​ ​ 2023 (remaining 9 months) $ 10,266 2024 ​ 16,007 2025 ​ 16,352 2026 ​ 16,732 2027 ​ 13,676 2028 and thereafter ​ 33,998 ​ ​ 107,031 Less: imputed interest ​ (23,869) Operating lease liabilities $ 83,162

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies
Schedule of material contractual commitments	Contractual Commitments The following table sets forth the Company’s material contractual commitments as of March 31, 2023 with a remaining term of at least one year: ​ ​ ​ ​ ​ Party Commitments ​ Expiry Date ​ (in thousands) ​ ​ Laboratory instruments supplier $ 15,048 ​ December 2024 Material suppliers ​ 21,753 ​ March 2028 Application service providers ​ 15,957 ​ March 2026 Other material suppliers ​ 20,041 ​ Various Total $ 72,799 ​ ​ ​

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Summary of stock option activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding Options and RSUs ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Average ​ ​ ​ ​ Shares ​ Number of ​ Average ​ Remaining ​ Aggregate ​ ​ Available for ​ Shares ​ Exercise ​ Contractual ​ Intrinsic (in thousands, except for contractual life and exercise price) ​ Grant ​ Outstanding ​ Price ​ Life ​ Value ​ ​ ​ ​ ​ ​ ​ ​ ​ (in years) ​ ​ Balance at December 31, 2022 3,263 5,300 ​ $ 21.11 4.84 ​ $ 131,385 Additional shares authorized 3,500 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Options granted (317) 317 ​ $ 44.17 ​ ​ ​ ​ ​ Options exercised — (169) ​ $ 13.63 ​ ​ ​ ​ ​ RSUs granted ​ (5,369) ​ — ​ ​ ​ ​ ​ ​ ​ ​ RSUs forfeited/cancelled ​ 250 ​ — ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2023 1,327 5,448 ​ $ 22.69 ​ 4.93 ​ $ 199,854 Exercisable at March 31, 2023 ​ ​ 4,541 ​ $ 13.25 ​ 4.15 ​ $ 194,651 Vested and expected to vest at March 31, 2023 ​ ​ 5,392 ​ $ 22.21 ​ 4.89 ​ $ 199,545 ​
Restricted stock units	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ Average ​ ​ ​ ​ Grant Date (in thousands, except for grant date fair value) ​ Shares ​ Fair Value ​ ​ ​ ​ ​ ​ Balance at December 31, 2022 ​ 6,836 ​ $ 57.12 Granted ​ 5,369 ​ $ 44.75 Vested ​ (1,599) ​ $ 57.36 Cancelled/forfeited ​ (250) ​ $ 51.95 Balance at March 31, 2023 ​ 10,356 ​ $ 50.75 ​
Summary of stock-based compensation expenses	The following tables present the effect of employee and non-employee stock-based compensation expense on selected statements of operations line items for the three months ended March 31, 2023 and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ 2023 ​ 2022 ​ Employee Non-Employee Total Employee Non-Employee Total ​ ​ (in thousands) Cost of revenues ​ $ 2,554 ​ $ 2 ​ $ 2,556 ​ $ 1,716 ​ $ — ​ $ 1,716 Research and development ​ 14,315 ​ 543 ​ 14,858 ​ 9,006 ​ 415 ​ 9,421 Selling, general and administrative ​ 22,959 ​ 322 ​ 23,281 ​ 23,875 ​ 75 ​ 23,950 Total ​ $ 39,828 ​ $ 867 ​ $ 40,695 ​ $ 34,597 ​ $ 490 ​ $ 35,087 ​
Employee stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Schedule of assumptions used in valuation of fair value	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2023 2022 Expected term (years) 5.20 ​ — 6.00 ​ 5.12 ​ — 10.00 ​ Expected volatility 68.61 % — 70.07 % 55.91 % — 62.30 % Expected dividend rate ​ ​ ​ 0.00 % ​ ​ ​ 0.00 % Risk-free interest rate 3.41 % — 3.58 % 1.62 % — 1.78 % ​

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt
Schedule of outstanding Convertible Notes	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ (in thousands) Long-Term Debt ​ ​ ​ ​ ​ Outstanding Principal $ 287,500 ​ $ 287,500 Unamortized debt discount and issuance cost ​ (5,527) ​ ​ (5,847) Net carrying amount $ 281,973 ​ $ 281,653 ​ ​ ​ ​ ​ ​ ​
Summary of interest expense	​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ 2023 2022 ​ (in thousands) ​ Cash interest expense ​ ​ ​ ​ ​ ​ Contractual interest expense $ 1,617 ​ $ 1,617 ​ Non-cash interest expense ​ ​ ​ ​ ​ ​ Amortization of debt discount and debt issuance cost ​ 320 ​ ​ 312 ​ Total interest expense $ 1,937 ​ $ 1,929 ​

Net Loss per Share (Tables)

Net Loss per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Net Loss per Share
Total outstanding potentially dilutive shares	​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ 2023 2022 ​ (in thousands) ​ Options to purchase common stock ​ 5,448 5,481 ​ Performance-based awards and restricted stock units ​ 10,356 ​ 7,490 ​ Employee stock purchase plan ​ 197 ​ 230 ​ Convertible Notes ​ 7,411 ​ 7,411 ​ Earnouts for development with acquired Canadian entity ​ — ​ 811 ​ Total ​ 23,412 21,423 ​

Description of Business (Detail

Description of Business (Details)	3 Months Ended
	Mar. 31, 2023 segment
Description of Business
Number of operating segments	1

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		3 Months Ended
	Nov. 08, 2022	Nov. 30, 2022	Apr. 30, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Policies
Revenues				$ 241,756	$ 194,133
Net (loss) income				(136,937)	(138,595)
Accumulated deficit				2,079,572		$ 1,942,635
Cash, cash equivalents and restricted cash				403,154	158,526	466,091	$ 84,614
Marketable securities				408,858		432,301
Short-term Credit Line, outstanding balance				80,398		$ 80,350
Borrowings under credit facility	$ 30,000			80,000
Remaining borrowing capacity		$ 100,000		$ 70,000
Common stock, shares issued		13,144,500		113,359,000		111,255,000
Stock issued (in dollars per share)		$ 35
Payment of offering expenses		$ 500
Proceeds from issuance of common stock		$ 433,200
Convertible Notes
Policies
Outstanding principal balance			$ 287,500	$ 287,500
Per annum interest rate (as a percent)			2.25%	2.25%
Net proceeds			$ 278,300
Licensing and other
Policies
Revenues				$ 3,959	4,131
Cost of revenues				370	545
Product
Policies
Revenues				237,797	190,002
Cost of revenues				$ 147,754	$ 102,670

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
	Sep. 10, 2021	Mar. 31, 2023	Nov. 30, 2022
Asset Acquisition [Line Items]
Asset acquisition, consideration	$ 35.6	$ 15	$ 10
Issuance of common stock	276,346
Value of common stock issued	$ 30.9
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

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Related Party (Details) - MyOme, Inc. - USD ($) $ in Millions	Mar. 31, 2023	Dec. 06, 2021
Related Party Transaction [Line Items]
Investment in equity securities without readily determinable fair value		$ 4
Equity securities without readily determinable fair value, impairment loss	$ 0
Executive chairman
Related Party Transaction [Line Items]
Ownership percentage		28.60%

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Concentration (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) customer	Mar. 31, 2022 USD ($)	Dec. 31, 2022 customer
Sales | Customer
Risk and Uncertainties
Number of customers exceeding 10% of benchmark | $	0	0
Accounts receivable | Credit
Risk and Uncertainties
Number of customers exceeding 10% of benchmark | customer	0		0

Summary of Significant Accoun_8

Summary of Significant Accounting Policies - AOCIL (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ (16,362)	$ (2,287)
Ending balance	(11,798)	(13,904)
Net unrealized gain (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	$ 4,564	$ (11,617)

Revenue Recognition (Details)

Revenue Recognition (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended	41 Months Ended	51 Months Ended
	Feb. 28, 2019	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2021	Sep. 30, 2019	Aug. 31, 2019
Deferred revenue, Long-term		$ 21,511		$ 20,001	$ 20,001	$ 21,511
Increased (decreased) revenues		(9,200)	$ 6,400
(Increased) decreased net loss		$ (9,200)	$ 6,400
(Increased) decreased net loss per share		$ (0.08)	$ 0.06
Other assets		$ 19,288		18,330	18,330	19,288
Deferred revenue		38,090	$ 34,457	30,778	30,778	38,090	$ 28,722
Deferred revenue, current portion		16,579		10,777	10,777	16,579
Total revenues		241,756	194,133
Deferred revenue, long-term portion		21,511		20,001	20,001	21,511
Revenue recognized during the period that was included in deferred revenues at the beginning of the period		3,988	3,889
Product
Revenue recognized		5,700	1,400
Cost of revenues		$ 147,754	$ 102,670
Billing collection period (in months)		18 months
(Increased) decreased net loss per share		$ 0.05	$ 0.01
Total revenues		$ 237,797	$ 190,002
Licensing and other
Cost of revenues		370	545
Total revenues		3,959	$ 4,131
Genetic testing services
Deferred revenue, current portion		14,200				14,200
Revenue recognized during the period that was included in deferred revenues at the beginning of the period		$ 3,700
Laboratory distribution partners | Product | Minimum
Billing collection period (in months)		2 months
Laboratory distribution partners | Product | Maximum
Billing collection period (in months)		3 months
BGI Genomics
Revenue recognized		$ 100		8,500		44,000
Proceeds from license agreement	$ 50,000
Agreement term	10 years
Deferred revenue, Long-term		19,800				19,800
Other assets		8,400				8,400
Prepaid expenses and other current assets		2,400		$ 4,000	4,000	2,400
Deferred revenue, long-term portion		19,800				19,800
BGI Genomics | Sequencing services
Other assets		6,000				6,000		$ 6,000
BGI Genomics | Sequencing products
Other assets								4,000
BGI Genomics | Sequencing products and services
Other assets		1,600				1,600		$ 10,000
BGI Genomics | Royalty
Revenue recognized		600
Foundation Medicine ("FMI")
Revenue recognized		200
Proceeds from license agreement		$ 19,300			$ 16,800
Agreement term		5 years
Deferred revenue, Long-term		$ 1,700				1,700
Deferred revenue, current portion		2,400				2,400
Deferred revenue, long-term portion		$ 1,700				$ 1,700
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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenues	$ 241,756	$ 194,133
United States
Disaggregation of Revenue [Line Items]
Total revenues	233,254	187,217
Americas, excluding U.S.
Disaggregation of Revenue [Line Items]
Total revenues	1,158	741
Europe, Middle East, India, Africa
Disaggregation of Revenue [Line Items]
Total revenues	5,196	3,691
Asia Pacific and Other
Disaggregation of Revenue [Line Items]
Total revenues	2,148	2,484
Insurance carriers
Disaggregation of Revenue [Line Items]
Total revenues	210,378	164,742
Laboratory partners
Disaggregation of Revenue [Line Items]
Total revenues	22,805	20,737
Patients
Disaggregation of Revenue [Line Items]
Total revenues	8,573	8,654
Licensing and other
Disaggregation of Revenue [Line Items]
Total revenues	$ 3,959	$ 4,131

Revenue Recognition - Accounts

Revenue Recognition - Accounts Receivable and Deferred Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Assets
Accounts receivable, net	$ 246,785	$ 244,385
Liabilities:
Deferred revenue, current portion	16,579	10,777
Deferred revenue, long-term portion	21,511	20,001
Total deferred revenues	$ 38,090	$ 30,778	$ 34,457	$ 28,722

Revenue Recognition - Changes i

Revenue Recognition - Changes in Balance of Deferred Revenues (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue Recognition
Beginning balance	$ 30,778	$ 28,722
Increase in deferred revenues	12,100	10,508
Revenue recognized during the period that was included in deferred revenues at the beginning of the period	(3,988)	(3,889)
Revenue recognized from performance obligations satisfied within the same period	(800)	(884)
Ending Balance	$ 38,090	$ 34,457

Revenue Recognition - Deferred

Revenue Recognition - Deferred Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended	51 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2021
Revenue recognized during the period that was included in deferred revenues at the beginning of the period	$ 3,988	$ 3,889
Deferred revenue, current portion	16,579		$ 10,777	$ 16,579
Deferred revenue, Long-term	21,511		20,001	21,511
Deferred revenue	38,090	$ 34,457	30,778	38,090	$ 28,722
BGI Genomics
Revenue recognized	100		$ 8,500	44,000
Deferred revenue, Long-term	19,800			19,800
Foundation Medicine ("FMI")
Revenue recognized	200
Deferred revenue, current portion	2,400			2,400
Deferred revenue, Long-term	1,700			1,700
BGI Genomics and Foundation Medicine ("FMI")
Revenue recognized during the period that was included in deferred revenues at the beginning of the period	300
Genetic testing services
Revenue recognized during the period that was included in deferred revenues at the beginning of the period	3,700
Deferred revenue, current portion	$ 14,200			$ 14,200

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
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	$ 80,400
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 | Convertible Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of long-term debt	$ 466,600	358,400
Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	782,798	841,255
Recurring | Money market deposits
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	246,954	283,358
Recurring | Liquid demand deposits
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	126,986	125,596
Recurring | U.S. Treasury securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	334,404	346,057
Recurring | Corporate bonds and notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	18,719	23,529
Recurring | Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	55,735	62,715
Recurring | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	708,344	755,011
Recurring | Level 1 | Money market deposits
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	246,954	283,358
Recurring | Level 1 | Liquid demand deposits
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	126,986	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	334,404	346,057
Recurring | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	74,454	86,244
Recurring | Level 2 | Corporate bonds and notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	18,719	23,529
Recurring | Level 2 | Municipal securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total financial assets	$ 55,735	$ 62,715

Financial Instruments (Details)

Financial Instruments (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) position	Dec. 31, 2022 USD ($)
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	$ 794,300	$ 857,357
Gross Unrealized Gain		1
Gross Unrealized Loss	(11,502)	(16,103)
Estimated Fair Value	782,798	841,255
Other than temporary impairment	$ 0
Number of investments, unrealized loss position | position	56
Fair value	$ 408,858
Unrealized loss	(11,502)
Gross unrealized loss	11,502	16,103
Amortized Cost
Less than or equal to one year	349,114
Greater than one year but less than five years	71,246
Total	420,360
Fair Value
Less than or equal to one year	341,858
Greater than or equal to one year but less than five years	67,000
Total	408,858
Money market deposits
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	246,954	283,358
Estimated Fair Value	246,954	283,358
Liquid demand deposits
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	126,986	125,596
Estimated Fair Value	126,986	125,596
U.S. Treasury securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	342,958	358,385
Gross Unrealized Loss	(8,554)	(12,328)
Estimated Fair Value	334,404	346,057
Fair value	334,404
Unrealized loss	(8,554)
Gross unrealized loss	8,554	12,328
Corporate bonds and notes
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	19,014	24,045
Gross Unrealized Loss	(295)	(516)
Estimated Fair Value	18,719	23,529
Fair value	18,719
Unrealized loss	(295)
Gross unrealized loss	295	516
Municipal securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Amortized Cost	58,388	65,973
Gross Unrealized Gain		1
Gross Unrealized Loss	(2,653)	(3,259)
Estimated Fair Value	55,735	62,715
Fair value	55,735
Unrealized loss	(2,653)
Gross unrealized loss	2,653	3,259
Available-for-sale securities
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Fair value	0
Cash equivalents
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Estimated Fair Value	373,940	408,954
Short-term investments
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract]
Estimated Fair Value	$ 408,858	$ 432,301

Balance Sheet Components - Cred

Balance Sheet Components - Credit Losses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Balance Sheet Components
Beginning balance	$ 3,830	$ 2,429
Provision for credit losses	1,304	331
Write-offs		(368)
Total	$ 5,134	$ 2,392

Balance Sheet Components - Prop

Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property and Equipment, net
Property and equipment, gross	$ 141,200		$ 128,151
Less: Accumulated depreciation and amortization	(40,613)		(35,698)
Total Property and Equipment, net	100,587		92,453
Depreciation expense	5,100	$ 3,000
Impairment charge	0	$ 0
Machinery and equipment
Property and Equipment, net
Property and equipment, gross	74,852		66,262
Computer equipment
Property and Equipment, net
Property and equipment, gross	$ 1,700		1,308
Useful Life	3 years
Purchased and capitalized software held for internal use
Property and Equipment, net
Property and equipment, gross	$ 6,739		5,464
Useful Life	3 years
Leasehold improvements
Property and Equipment, net
Property and equipment, gross	$ 29,761		29,747
Construction-in-process
Property and Equipment, net
Property and equipment, gross	$ 28,148		$ 25,370
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 - Othe

Balance Sheet Components - Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
Balance Sheet Components
Reserves for refunds to insurance carriers	$ 14,271	$ 18,948	$ 17,326	$ 17,210
Accrued charges for third-party testing	13,707	17,036
Testing and laboratory materials from suppliers	15,203	13,281
Marketing and corporate affairs	7,604	8,943
Legal, audit and consulting fees	21,793	36,710
Accrued shipping charges	1,004	485
Sales and income tax payable	5,091	4,319
Accrued third-party service fees	10,184	6,631
Clinical trials and studies	11,373	23,301
Operating lease liabilities, current portion	9,308	7,639
Property and equipment purchases	1,777	1,821
Other accrued interest	2,695	1,078
Other accrued expenses	4,628	4,022
Total other accrued liabilities	$ 118,638	$ 144,214

Balance Sheet Components - Rese

Balance Sheet Components - Reserve Balance and Activities for Refunds (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Balance Sheet Components
Beginning balance	$ 18,948	$ 17,210
Additional reserves	2,384	3,502
Refunds to carriers	(350)	(1,991)
Reserves released to revenue	(6,711)	(1,395)
Ending balance	$ 14,271	$ 17,326

Leases (Details)

Leases (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Sep. 30, 2021 USD ($) ft²	Mar. 31, 2023 USD ($) ft² item lease	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Lessee, Lease, Description [Line Items]
Operating lease liabilities, current portion included in other accrued liabilities | $		$ 9,308		$ 7,639
Operating lease liabilities, long-term portion | $		73,854		76,577
Operating lease liabilities | $		$ 83,162		$ 84,216
Noncash investing activities related to right-of-use assets | $			$ 7,500
Weighted average remaining lease term		7 years 4 months 6 days
Weighted average discount rate (as a percent)		6.67%
Lease expense | $		$ 3,800	3,300
Operating lease payments | $		$ 2,177	$ 2,765
Austin TX, Long-term Lease
Lessee, Lease, Description [Line Items]
Office space (area)		94,000
Number of office space locations | lease		2
Term of lease		132 months
First Expansion Premises
Lessee, Lease, Description [Line Items]
Office space (area)		32,500
Second Expansion Premises
Lessee, Lease, Description [Line Items]
Office space (area)		65,222
Corporate Headquarters Lease
Lessee, Lease, Description [Line Items]
Office space (area)		136,000
Number of office space locations | item		2
Term of lease		84 months
Renewal term of lease		5 years
"First Space" Sublease
Lessee, Lease, Description [Line Items]
Number of office space locations		88,000
"Second Space" Sublease
Lessee, Lease, Description [Line Items]
Number of office space locations		48,000
Corporate Headquarters Lease Amendment
Lessee, Lease, Description [Line Items]
Annual lease payment | $		$ 9,300
Term of lease		48 months
Tukwila, WA Lease
Lessee, Lease, Description [Line Items]
Office space (area)		10,000
Term of lease		62 months
Renewal term of lease		5 years
San Carlos, CA Sublease
Lessee, Lease, Description [Line Items]
Office space (area)		25,879
Term of lease		48 months
Sublease receivable | $		$ 1,900
San Carlos, CA Sublease Amendment | Rentable square feet surrendered in lease amendment
Lessee, Lease, Description [Line Items]
Office space (area)		25,879
South San Francisco, CA Lease
Lessee, Lease, Description [Line Items]
Office space (area)		11,395
Annual lease payment | $		$ 900
Term of lease		36 months
Renewal term of lease		3 years
Laboratory space in Canada
Lessee, Lease, Description [Line Items]
Office space (area)	7,107
Annual lease payment | $	$ 200
Term of lease	24 months

Leases - Payments (Details)

Leases - Payments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases.
2023 (remaining 9 months)	$ 10,266
2024	16,007
2025	16,352
2026	16,732
2027	13,676
2028 and thereafter	33,998
Total	107,031
Less: imputed interest	(23,869)
Operating lease liabilities	$ 83,162	$ 84,216

Commitments and Contingencies_2

Commitments and Contingencies (Details) $ in Thousands		1 Months Ended
	Sep. 28, 2021 patent	Oct. 31, 2022 patent	May 31, 2022 patent	Mar. 31, 2022 USD ($)	Nov. 30, 2021 patent	Jan. 31, 2021 patent	Jun. 30, 2020 patent	Mar. 31, 2020 lawsuit patent	Mar. 31, 2023 USD ($)	Dec. 31, 2022 claim	Feb. 28, 2022 lawsuit
Material suppliers
Other commitments
Total commitments | $									$ 21,753
Application service providers
Other commitments
Total commitments | $									15,957
Software development provider
Other commitments
Total commitments | $									20,041
Other suppliers
Other commitments
Total commitments | $									72,799
Laboratory instruments supplier
Other commitments
Total commitments | $									$ 15,048
CareDX Patent Case
Other commitments
Number of patent litigations | lawsuit								2
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
ArcherDX Patent Case
Other commitments
Gain contingency, patents allegedly infringed, number						3
Ravgen Patent Case
Other commitments
Loss contingency, patents allegedly infringed, number							2
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
Number of claims | claim										2
Inivitae Patent Case
Other commitments
Loss contingency, patents allegedly infringed, number					3
Class action
Other commitments
Number of claims | lawsuit											2

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		5 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Sep. 30, 2022	Dec. 31, 2022	Jun. 30, 2015
Employee Stock [Member]
Stock Based Compensation
Shares reserved for issuance	4,183,261				3,451,495
Shares granted			0
Shares reserved for issuance as a proportion of common stock outstanding (as a percent)	4%
Employee Stock [Member] | Minimum
Stock Based Compensation
Shares reserved for issuance	880,000
Additional shares reserved for issuance	3,500,000
Shares reserved for issuance as a proportion of common stock outstanding (as a percent)	1%
Performance-based awards
Stock Based Compensation
Stock-based compensation expense	$ 7,300	$ 13,500
Options to purchase common stock
Stock Based Compensation
Stock-based compensation expense	$ 40,695	$ 35,087
Shares granted	5,369,000
Shares available for issuance	1,327,000			3,263,000
Restricted stock units
Stock Based Compensation
Number of shares vested	1,599,000
Shares granted	5,369,000

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Options to purchase common stock
Stock Based Compensation
Shares available for grant, beginning balance	3,263
Additional shares authorized	3,500
Options granted (in shares)	(317)
RSUs granted (in shares)	(5,369)
RSUs forfeited/cancelled (in shares)	250
Shares available for grant, end balance	1,327	3,263
Number of shares Outstanding
Outstanding, beginning balance (in shares)	5,300
Options granted (in shares)	317
Options exercised (in shares)	(169)
Outstanding, end balance (in shares)	5,448	5,300
Exercisable (in shares)	4,541
Vested and expected to vest (in shares)	5,392
Weighted-Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 21.11
Granted (in dollars per share)	44.17
Exercised (in dollars per share)	13.63
Outstanding, end balance (in dollars per share)	22.69	$ 21.11
Exercisable (in dollars per share)	13.25
Vested and expected to vest (in dollars per share)	$ 22.21
Additional disclosures
Weighted average contractual term, options outstanding	4 years 11 months 4 days	4 years 10 months 2 days
Exercisable (in years)	4 years 1 month 24 days
Vested and expected to vest (in years)	4 years 10 months 20 days
Aggregate intrinsic value, options outstanding	$ 199,854	$ 131,385
Aggregate intrinsic value, options exercisable	194,651
Aggregate intrinsic value, vested and expected to vest	$ 199,545
Restricted stock units
Stock Based Compensation
RSUs granted (in shares)	(5,369)
RSUs forfeited/cancelled (in shares)	250

Stock-Based Compensation - Perf

Stock-Based Compensation - Performance-based Awards (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Performance-based awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 7,300	$ 13,500
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs Granted (in shares)	5,369
Vested (in shares)	1,599
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options Granted (in shares)	317
RSUs Granted (in shares)	5,369
Stock-based compensation expense	$ 40,695	$ 35,087

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions (Details) - Options to purchase common stock - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock Based Compensation
Options granted (in shares)	317
Valuation of Stock Option Grants to Employees
Expected volatility, minimum	68.61%	55.91%
Expected volatility, maximum	70.07%	62.30%
Expected dividend yield	0%	0%
Risk free interest rate, minimum	3.41%	1.62%
Risk free interest rate, maximum	3.58%	1.78%
Minimum
Valuation of Stock Option Grants to Employees
Expected term (years)	5 years 2 months 12 days	5 years 1 month 13 days
Maximum
Valuation of Stock Option Grants to Employees
Expected term (years)	6 years	10 years

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units shares in Thousands	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Shares
Balance (in shares) | shares	6,836
Granted (in shares) | shares	5,369
Vested (in shares) | shares	(1,599)
Canceled/Forfeited (in shares) | shares	(250)
Balance (in shares) | shares	10,356
Weighted Average Grant Date Fair Value
Balance (in dollars per share) | $ / shares	$ 57.12
Granted (in dollars per share) | $ / shares	44.75
Vested (in dollars per share) | $ / shares	57.36
Canceled/Forfeited (in dollars per share) | $ / shares	51.95
Balance (in dollars per share) | $ / shares	$ 50.75

Stock-Based Compensation - Comp

Stock-Based Compensation - Compensation Expense (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Options to purchase common stock
Stock based compensation expense
Options granted (in shares)	317
Stock-based compensation expense	$ 40,695	$ 35,087
Unrecognized compensation expense	$ 424,900
Unrecognized compensation expense, weighted average period of recognition	2 years 10 months 24 days
Options to purchase common stock | Cost of revenues
Stock based compensation expense
Stock-based compensation expense	$ 2,556	1,716
Options to purchase common stock | Research and development
Stock based compensation expense
Stock-based compensation expense	14,858	9,421
Options to purchase common stock | Selling, general and administrative
Stock based compensation expense
Stock-based compensation expense	23,281	23,950
Employee stock options
Stock based compensation expense
Stock-based compensation expense	39,828	34,597
Employee stock options | Cost of revenues
Stock based compensation expense
Stock-based compensation expense	2,554	1,716
Employee stock options | Research and development
Stock based compensation expense
Stock-based compensation expense	14,315	9,006
Employee stock options | Selling, general and administrative
Stock based compensation expense
Stock-based compensation expense	22,959	23,875
Non-employee stock options
Stock based compensation expense
Stock-based compensation expense	867	490
Non-employee stock options | Cost of revenues
Stock based compensation expense
Stock-based compensation expense	2
Non-employee stock options | Research and development
Stock based compensation expense
Stock-based compensation expense	543	415
Non-employee stock options | Selling, general and administrative
Stock based compensation expense
Stock-based compensation expense	$ 322	$ 75

Debt (Details)

Debt (Details)			1 Months Ended	3 Months Ended
	Nov. 08, 2022 USD ($)	Apr. 30, 2020 USD ($) $ / shares	Apr. 30, 2020 USD ($) D $ / shares	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Nov. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2020 USD ($)	Sep. 30, 2015 USD ($)
Debt Instrument [Line Items]
Remaining borrowing capacity				$ 70,000,000			$ 100,000,000
Borrowings under credit facility	$ 30,000,000			$ 80,000,000
Common Stock, Par or Stated Value Per Share | $ / shares				$ 0.0001		$ 0.0001
Common stock, shares issued | shares				113,359,000		111,255,000	13,144,500
Stock issued (in dollars per share) | $ / shares							$ 35
Accrued Interest				$ 2,695,000		$ 1,078,000
Amortization of debt discount and issuance cost				320,000	$ 312,000
Interest expense				3,061,000	2,087,000
Convertible Notes
Debt Instrument [Line Items]
Aggregate principal amount		$ 287,500,000	$ 287,500,000	$ 287,500,000
Proceeds from Convertible Note, net of issuance costs			$ 278,300,000
Per annum interest rate (as a percent)			2.25%	2.25%
Interest expense				$ 1,937,000	1,929,000
Common Stock, Par or Stated Value Per Share | $ / shares		$ 0.0001	$ 0.0001
Debt instrument, term				7 years
Effective interest rate (as a percent)				2.72%
Principal amount per convertible note			$ 1,000
Number of threshold consecutive trading days | D			30
Threshold business days | D			5
Conversion price (in dollars per share) | $ / shares		$ 38.79	$ 38.79
Initial conversion rate		25.7785
Convertible to shares of common stock		7,411,704
Percentage of principal amount converted		100%
Carrying value				$ 281,973,000		281,653,000
5 consecutive trading day period | Convertible Notes
Debt Instrument [Line Items]
Threshold trading days | D			5
Percentage of conversion price			98%
20 trading days period | Convertible Notes
Debt Instrument [Line Items]
Threshold trading days | D			20
Percentage of conversion price			130%
Redeemable for cash on or after May 2024
Debt Instrument [Line Items]
Number of threshold consecutive trading days | D			20
Threshold trading days | D			30
Percentage of conversion price			130%
Percentage of principal amount converted			100%
Level 2 | Convertible Notes
Debt Instrument [Line Items]
Fair value of long-term debt				466,600,000		358,400,000
Line Of Credit-UBS
Debt Instrument [Line Items]
Maximum borrowing capacity								$ 150,000,000	$ 50,000,000
Outstanding balance				$ 80,400,000		$ 80,400,000
Interest rate (as a percent)				5.84%
Interest expense				$ 1,100,000	$ 200,000
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%
2017 Term Loan
Debt Instrument [Line Items]
Debt, repayment amount			$ 79,200,000

Debt - Discount and Issuance Co

Debt - Discount and Issuance Costs (Details) - Convertible Notes	3 Months Ended
	Mar. 31, 2023
Effective interest rate (as a percent)	2.72%
Debt instrument, term	7 years

Debt - Convertible Notes Balanc

Debt - Convertible Notes Balances (Details) - Convertible Notes - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Outstanding principle	$ 287,500	$ 287,500
Unamortized debt discount and debt issuance cost	(5,527)	(5,847)
Net carrying amount	$ 281,973	$ 281,653

Debt - Interest Expense Recogni

Debt - Interest Expense Recognized Related To Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash interest expense
Contractual interest expense	$ 1,617	$ 1,617
Non-cash interest expense
Amortization of debt discount and debt issuance cost	320	312
Total interest expense	$ 1,937	$ 1,929

Income taxes (Details)

Income taxes (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Taxes
Income tax expense	$ 160,000	$ 179,000
Interest and penalties accrued	$ 0		$ 0

Net Loss per Share - Loss per S

Net Loss per Share - Loss per Share (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Convertible Notes
Earnings or Loss per Share [Line Items]
Convertible, If-converted value in excess of principal	$ 96.6

Net Loss per Share - Potentiall

Net Loss per Share - Potentially Dilutive Shares (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares not included in diluted per share calculation	23,412	21,423
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	5,448	5,481
Performance-based awards and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares not included in diluted per share calculation	10,356	7,490
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	197	230
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
Earnouts for development with acquired Canadian entity
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares not included in diluted per share calculation		811