Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 01, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 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 $0.0001 per share | |
Trading Symbol | NTRA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114,601,688 | |
Entity Central Index Key | 0001604821 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash, cash equivalents and restricted cash | $ 381,113 | $ 466,091 |
Short-term investments | 354,828 | 432,301 |
Accounts receivable, net of allowance of $5,580 and $3,830 at June 30, 2023 and December 31, 2022, respectively | 260,065 | 244,385 |
Inventory | 42,688 | 35,406 |
Prepaid expenses and other current assets, net | 26,818 | 33,634 |
Total current assets | 1,065,512 | 1,211,817 |
Property and equipment, net | 102,921 | 92,453 |
Operating lease right-of-use assets | 61,942 | 71,874 |
Other assets | 17,518 | 18,330 |
Total assets | 1,247,893 | 1,394,474 |
Current liabilities: | ||
Accounts payable | 21,107 | 31,148 |
Accrued compensation | 34,174 | 44,010 |
Other accrued liabilities | 125,513 | 144,214 |
Deferred revenue, current portion | 15,644 | 10,777 |
Short-term debt financing | 80,418 | 80,350 |
Total current liabilities | 276,856 | 310,499 |
Long-term debt financing | 282,295 | 281,653 |
Deferred revenue, long-term portion | 21,502 | 20,001 |
Operating lease liabilities, long-term portion | 71,093 | 76,577 |
Total liabilities | 651,746 | 688,730 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity: | ||
Common stock, $0.0001 par value: 750,000 shares authorized at both June 30, 2023 and December 31, 2022; 114,051 and 111,255 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 11 | 11 |
Additional paid in capital | 2,795,714 | 2,664,730 |
Accumulated deficit | (2,190,375) | (1,942,635) |
Accumulated other comprehensive loss | (9,203) | (16,362) |
Total stockholders' equity | 596,147 | 705,744 |
Total liabilities and stockholders' equity | $ 1,247,893 | $ 1,394,474 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Condensed Consolidated Balance Sheets | ||
Allowances on accounts receivable | $ 5,580 | $ 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 | 114,051,000 | 111,255,000 |
Common stock, shares outstanding | 114,051,000 | 111,255,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues | ||||
Total revenues | $ 261,404,000 | $ 198,200,000 | $ 503,160,000 | $ 392,333,000 |
Cost and expenses | ||||
Research and development | 78,173,000 | 82,580,000 | 160,479,000 | 162,994,000 |
Selling, general and administrative | 152,508,000 | 149,468,000 | 302,135,000 | 297,102,000 |
Total cost and expenses | 373,830,000 | 341,285,000 | 753,887,000 | 672,548,000 |
Loss from operations | (112,426,000) | (143,085,000) | (250,727,000) | (280,215,000) |
Interest expense | (3,177,000) | (2,150,000) | (6,238,000) | (4,237,000) |
Interest and other income, net | 4,518,000 | 277,000 | 9,103,000 | 1,078,000 |
Loss before income taxes | (111,085,000) | (144,958,000) | (247,862,000) | (283,374,000) |
Income tax benefit (expense) | 282,000 | (193,000) | 122,000 | (372,000) |
Net loss | (110,803,000) | (145,151,000) | (247,740,000) | (283,746,000) |
Unrealized gain (loss) on available-for-sale securities, net of tax | 2,595,000 | (2,493,000) | 7,159,000 | (14,110,000) |
Comprehensive loss | $ (108,208,000) | $ (147,644,000) | $ (240,581,000) | $ (297,856,000) |
Net Loss per Share | ||||
Basic (in dollars per share) | $ (0.97) | $ (1.50) | $ (2.20) | $ (2.95) |
Diluted (in dollars per share) | $ (0.97) | $ (1.50) | $ (2.20) | $ (2.95) |
Weighted-average number of shares used in computing basic and diluted net loss per share: | ||||
Basic (in shares) | 113,690 | 96,579 | 112,734 | 96,081 |
Diluted (in shares) | 113,690 | 96,579 | 112,734 | 96,081 |
Product | ||||
Revenues | ||||
Total revenues | $ 258,256,000 | $ 194,582,000 | $ 496,053,000 | $ 384,584,000 |
Cost and expenses | ||||
Cost of revenues | 142,808,000 | 108,756,000 | 290,562,000 | 211,426,000 |
Licensing and other | ||||
Revenues | ||||
Total revenues | 3,148,000 | 3,618,000 | 7,107,000 | 7,749,000 |
Cost and expenses | ||||
Cost of revenues | $ 341,000 | $ 481,000 | $ 711,000 | $ 1,026,000 |
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 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 | 4,578 | 4,578 | |||
Issuance of common stock upon exercise of stock options (in shares) | 701 | ||||
Issuance of common stock under employee stock purchase plan | 8,496 | 8,496 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 285 | ||||
Vesting of restricted stock units (in shares) | 777 | ||||
Stock based compensation | 76,060 | 76,060 | |||
Unrealized gain (loss) on available-for sale securities | (14,110) | (14,110) | |||
Net loss | (283,746) | (283,746) | |||
Balance at Jun. 30, 2022 | $ 10 | 2,139,551 | (16,397) | (1,678,582) | 444,582 |
Balance (in shares) at Jun. 30, 2022 | 96,903 | ||||
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 | ||||
Issuance of common stock upon exercise of stock options | 422 | 422 | |||
Issuance of common stock upon exercise of stock options (in shares) | 70 | ||||
Issuance of common stock under employee stock purchase plan | 8,496 | 8,496 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 285 | ||||
Vesting of restricted stock units (in shares) | 289 | ||||
Stock based compensation | 40,973 | 40,973 | |||
Unrealized gain (loss) on available-for sale securities | (2,493) | (2,493) | |||
Net loss | (145,151) | (145,151) | |||
Balance at Jun. 30, 2022 | $ 10 | 2,139,551 | (16,397) | (1,678,582) | 444,582 |
Balance (in shares) at Jun. 30, 2022 | 96,903 | ||||
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 | 2,939 | $ 2,939 | |||
Issuance of common stock upon exercise of stock options (in shares) | 217 | ||||
Issuance of common stock under employee stock purchase plan | 8,674 | 8,674 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 219 | ||||
Issuance of common stock for IPR&D milestone | 14,435 | 14,435 | |||
Issuance of common stock for IPR&D milestone (in shares) | 336 | ||||
Vesting of restricted stock units (in shares) | 1,675 | ||||
Stock based compensation | 85,165 | 85,165 | |||
Issuance of common stock for bonuses | 19,771 | 19,771 | |||
Issuance of common stock for bonuses (in shares) | 349 | ||||
Unrealized gain (loss) on available-for sale securities | 7,159 | 7,159 | |||
Net loss | (247,740) | (247,740) | |||
Balance at Jun. 30, 2023 | $ 11 | 2,795,714 | (9,203) | (2,190,375) | $ 596,147 |
Balance (in shares) at Jun. 30, 2023 | 114,051 | 114,051 | |||
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 | ||||
Issuance of common stock upon exercise of stock options | 638 | 638 | |||
Issuance of common stock upon exercise of stock options (in shares) | 48 | ||||
Issuance of common stock under employee stock purchase plan | 8,674 | 8,674 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 219 | ||||
Vesting of restricted stock units (in shares) | 425 | ||||
Stock based compensation | 44,470 | 44,470 | |||
Unrealized gain (loss) on available-for sale securities | 2,595 | 2,595 | |||
Net loss | (110,803) | (110,803) | |||
Balance at Jun. 30, 2023 | $ 11 | $ 2,795,714 | $ (9,203) | $ (2,190,375) | $ 596,147 |
Balance (in shares) at Jun. 30, 2023 | 114,051 | 114,051 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Operating activities: | ||
Net loss | $ (247,740) | $ (283,746) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 10,201 | 7,631 |
Expensed in-process research and development | 2,679 | |
Premium amortization and discount accretion on investment securities | 1,450 | 2,960 |
Stock-based compensation | 85,165 | 76,060 |
Non-cash lease expense | 7,451 | 6,652 |
Amortization of debt discount and issuance cost | 642 | 625 |
Foreign exchange adjustment | 265 | 7 |
Loss on investments | 203 | |
Non-cash interest expense | 68 | 32 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,680) | (86,237) |
Inventory | (7,281) | (3,556) |
Prepaid expenses and other assets | 12,590 | 4,727 |
Accounts payable | (9,018) | 2,492 |
Accrued compensation | 9,936 | (7,982) |
Operating lease liabilities | (5,196) | (5,528) |
Other accrued liabilities | (11,175) | 29,525 |
Deferred revenue | 6,368 | 8,009 |
Cash used in operating activities | (159,275) | (248,126) |
Investing activities: | ||
Purchases of investments | (79,956) | |
Proceeds from sale of investments | 191,939 | |
Proceeds from maturity of investments | 83,250 | 153,500 |
Purchases of property and equipment, net | (20,566) | (23,661) |
Cash provided by investing activities | 62,684 | 241,822 |
Financing activities: | ||
Proceeds from exercise of stock options | 2,939 | 4,578 |
Proceeds from issuance of common stock under employee stock purchase plan | 8,674 | 8,496 |
Cash provided by financing activities | 11,613 | 13,074 |
Net change in cash, cash equivalents and restricted cash | (84,978) | 6,770 |
Cash, cash equivalents and restricted cash, beginning of period | 466,091 | 84,614 |
Cash, cash equivalents and restricted cash, end of period | 381,113 | 91,384 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 5,596 | 3,612 |
Non-cash investing and financing activities: | ||
Purchases of property and equipment in accounts payable and accruals | 103 | $ 2,035 |
Issuance of common stock for IPR&D acquisition | 14,435 | |
Issuance of common stock for bonuses | $ 19,771 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 $247.7 million for the six months ended June 30, 2023 and an accumulated deficit of $2.2 billion as of June 30, 2023. As of June 30, 2023, the Company had $381.1 million in cash, cash equivalents, and restricted cash, $354.8 million in marketable securities, an $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 of 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 August 3, 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 expected to be received from 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 is based on the Company’s assessment of the collectability of accounts related to our clinics and laboratory partner customers. The Company regularly reviews the allowance by considering factors such as historical experience, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. See Note 6, Balance Sheet Components 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, they are 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 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 June 30, 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 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 and six months ended June 30, 2023, and 2022, there were no customers exceeding 10% of total revenues on an individual basis. As of June 30, 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 Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) (in thousands) Beginning balance $ (11,798) $ (13,904) $ (16,362) $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment 2,595 (2,493) 7,159 (14,110) Ending balance $ (9,203) $ (16,397) $ (9,203) $ (16,397) 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 credit losses 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 | 6 Months Ended |
Jun. 30, 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 expected to be received from 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 takes an average of 18 months to fully collect the amounts estimated at delivery, and for tests billed to laboratory distribution partners, the average collection cycle takes approximately two 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) expected to be received at a point in time when the test results are delivered. Collection of cash attributable to such product revenue takes an average of 18 months to fully collect the amounts estimated at delivery 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 three months ended June 30, 2023 and 2022, the Company increased revenue by a net of $3.4 million and $4.2 million, respectively, for tests delivered in prior periods that were fully collected, which increased revenue and decreased net loss 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 June 30, 2023 and 2022, the reserves for refunds to insurance carriers were reduced and product revenue increased by $0.8 million and $1.1 million, respectively, for amounts the Company determined would not be refunded to insurance carriers. The increased revenue and corresponding decreased net loss 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. The Company recognizes 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 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 have not been capitalized but have been expensed as incurred. 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. 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. $6.0 million was constrained due to uncertainties in achieving certain milestones. A net of $44.0 million has been collected by the Company in cash which includes $20.0 million in prepaid royalties. 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, representing two separate performance obligations, to which $24.0 million of transaction consideration was allocated. Of this amount, $0.1 million and $2.7 million were recognized in the six months ended June 30, 2023 and 2022, respectively. This performance obligation was fully satisfied in March 2023 and no further related amounts will be recognized as revenue. Royalties related to assay interpretation services representing two separate performance obligations, for NIPT and Oncology products, to which $20.0 million of transaction consideration was allocated and prepaid by BGI Genomics. During the six months ended June 30, 2023, the Company recognized $0.6 million related to oncology assay interpretation services, of which $0.2 million was recognized against deferred royalties. None was recognized in 2022. The Company currently has $19.8 million in deferred revenue as of June 30, 2023. Foundation Medicine, Inc. services, for Oncology products, represent a single performance obligation, to which $19.3 million of transaction consideration was allocated. Of this amount, $0.2 million and $1.1 million was recognized in the six months ended June 30, 2023 and 2022, respectively. This performance obligation was fully satisfied in March 2023 and no further related amounts will be recognized as revenue. 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 Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) Insurance carriers $ 226,521 $ 167,822 $ 436,899 $ 332,564 Laboratory and other partners 27,449 22,142 50,254 42,879 Patients 7,434 8,236 16,007 16,890 Total revenues $ 261,404 $ 198,200 $ 503,160 $ 392,333 The following table presents total revenues by geographic area based on the location of the Company’s payers: Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) United States $ 253,296 $ 191,886 $ 486,550 $ 379,103 Americas, excluding U.S. 1,206 530 2,364 1,271 Europe, Middle East, India, Africa 5,620 3,736 10,816 7,427 Asia Pacific and Other 1,282 2,048 3,430 4,532 Total revenues $ 261,404 $ 198,200 $ 503,160 $ 392,333 Balance at Balance at June 30, December 31, (in thousands) 2023 2022 Assets: Accounts receivable, net $ 260,065 $ 244,385 Liabilities: Deferred revenue, current portion $ 15,644 $ 10,777 Deferred revenue, long-term portion 21,502 20,001 Total deferred revenues $ 37,146 $ 30,778 June 30, June 30, 2023 2022 (in thousands) Beginning balance $ 30,778 $ 28,722 Increase in deferred revenues 17,402 14,974 Revenue recognized during the period that was included in (7,521) (5,757) Revenue recognized from performance obligations satisfied (3,513) (1,209) Ending balance $ 37,146 $ 36,730 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 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; and 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 June 30, 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 $ 216,337 $ — $ — $ 216,337 $ 283,358 $ — $ — $ 283,358 Liquid demand deposits 128,562 — — 128,562 125,596 — — 125,596 U.S. Treasury securities 296,490 — — 296,490 346,057 — — 346,057 Corporate bonds and notes — 8,901 — 8,901 — 23,529 — 23,529 Municipal securities — 49,437 — 49,437 — 62,715 — 62,715 Total financial assets $ 641,389 $ 58,338 $ — $ 699,727 $ 755,011 $ 86,244 $ — $ 841,255 Fair Value of Short-Term and Long-Term Debt: As of June 30, 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 June 30, 2023 and December 31, 2022, was $80.4 million, and were based upon observable Level 2 inputs, including the interest rate based on the 30-day SOFR average, plus 1.21% . As of June 30, 2023, the estimated fair value of the Convertible Notes, which are not presented at fair value on the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022, was $433.2 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 | 6 Months Ended |
Jun. 30, 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: June 30, 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 $ 216,337 $ — $ 216,337 $ 283,358 $ — $ — $ 283,358 Liquid demand deposits 128,562 — 128,562 125,596 — — 125,596 U.S. Treasury securities (1) 302,590 (6,100) 296,490 358,385 — (12,328) 346,057 Corporate bonds and notes (1) 9,002 (101) 8,901 24,045 — (516) 23,529 Municipal securities 52,105 (2,668) 49,437 65,973 1 (3,259) 62,715 Total $ 708,596 $ (8,869) $ 699,727 $ 857,357 $ 1 $ (16,103) $ 841,255 Classified as: Cash equivalents (2) 344,899 408,954 Short-term investments 354,828 432,301 Total $ 699,727 $ 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 restricted cash, 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 an allowance for expected credit losses of its investments was not necessary and will continue to recognize unrealized gains and losses in other comprehensive income (loss). During the six months ended June 30, 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 (loss) to net loss. As of June 30, 2023, the Company had 47 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 these available-for-sale securities was as a result of a significant average yield rate increase for similar securities as of June 30, 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 as these investments will be held until maturity or price recovery. The following table presents debt securities available-for-sale that were in an unrealized loss position as of June 30, 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 June 30, 2023. Total Fair Value Unrealized Loss (in thousands) U.S. Treasury securities $ 296,490 $ (6,100) Corporate bonds and notes 8,901 (101) Municipal securities 46,429 (2,668) Total $ 351,820 $ (8,869) June 30, 2023 Amortized Cost Fair Value (in thousands) Less than or equal to one year $ 296,067 $ 291,495 Greater than one year but less than five years 67,630 63,333 Total $ 363,697 $ 354,828 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2023 | |
Balance Sheet Components | |
Balance Sheet Components | 6. Balance Sheet Components Allowance for doubtful accounts The following is a roll-forward of the allowances for doubtful accounts related to trade accounts receivable for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 5,134 $ 2,392 Provision for doubtful accounts 446 1,170 Write-offs — (1) Total $ 5,580 $ 3,561 Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 3,830 $ 2,429 Provision for doubtful accounts 1,750 1,501 Write-offs — (369) Total $ 5,580 $ 3,561 Property and Equipment, net The Company’s property and equipment consisted of the following: June 30, December 31, Useful Life 2023 2022 (in thousands) Machinery and equipment 3- 5 $ 78,705 $ 66,262 Computer equipment 3 years 1,701 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 29,806 29,747 Construction-in-process 31,091 25,370 148,042 128,151 Less: Accumulated depreciation and amortization (45,121) (35,698) Total Property and Equipment, net $ 102,921 $ 92,453 The Company’s long-lived assets are mostly located in the United States. During the six months ended June 30, 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 $10.2 million recorded in the six months ended June 30, 2023. Depreciation expense of $7.3 million was recorded in the six months ended June 30, 2022. The Company did not incur any impairment charges during the six months ended June 30, 2023 or 2022. Other Accrued Liabilities The Company’s other accrued liabilities consisted of the following: June 30, December 31, 2023 2022 (in thousands) Reserves for refunds to insurance carriers $ 15,480 $ 18,948 Accrued charges for third-party testing 9,401 17,036 Testing and laboratory materials from suppliers 13,493 13,281 Marketing and corporate affairs 9,822 8,943 Legal, audit and consulting fees 36,343 36,710 Accrued shipping charges 1,294 485 Sales and income tax payable 4,624 4,319 Accrued third-party service fees 6,890 6,631 Clinical trials and studies 11,371 23,301 Operating lease liabilities, current portion 10,435 7,639 Property and equipment purchases 3,148 1,821 Other accrued interest 1,078 1,078 Other accrued expenses 2,134 4,022 Total other accrued liabilities $ 125,513 $ 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 six months ending June 30, 2023 and 2022: June 30, June 30, 2023 2022 (in thousands) Beginning balance $ 18,948 $ 17,210 Additional reserves 5,148 8,576 Refunds to carriers (963) (793) Reserves released to revenue (7,653) (9,081) Ending balance $ 15,480 $ 15,912 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases. | |
Leases | 7. Leases Operating Leases months and expires in October 2023. This lease contains an option to renew the lease term for five years, but the fair market rent amount upon renewal is not available from the landlord. In January 2021, the Company entered into an amendment of the lease to extend the term for 48 months to October 2027. The combined annual rent for the First Space and Second Space will be $9.3 million commencing in October 2023. 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 escalates annually after 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. one 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: June 30, December 31, 2023 2022 (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 10,435 $ 7,639 Operating lease liabilities, long-term portion 71,093 76,577 Total operating lease liabilities $ 81,528 $ 84,216 7.40 The present value of the future annual minimum lease payments under all non-cancellable operating leases as of June 30, 2023 are as follows: Operating Leases (in thousands) As of June 30, 2023 2023 (remaining 6 months) $ 7,255 2024 16,007 2025 16,352 2026 16,732 2027 13,676 2028 and thereafter 33,999 104,021 Less: imputed interest (22,493) Operating lease liabilities $ 81,528 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 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. (“Invitae”) as defendants. The Company alleged, among other things, that certain ArcherDX products, including the Personalized Cancer Monitoring (“PCM”) test, infringed three of the Company’s patents (the “ArcherDX Case”) and sought unspecified monetary damages and injunctive relief. A jury trial was held in May 2023, after which the jury returned a verdict in favor of the Company, finding all three asserted patents valid and infringed by ArcherDX and Invitae and awarding damages totaling $19.35 million to the Company. A bench trial was held in June 2023 on defendants’ remaining equitable defense against two of the Natera patents. Also in June 2023, the Company moved for a permanent injunction against the PCM test. The parties are expected to file additional post-trial motions pending the court’s rulings on defendants’ equitable defense and the Company’s permanent injunction motion. 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 is currently scheduled for trial in January 2024. 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 Case, 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 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. In July 2023, the Company filed suit against NeoGenomics Laboratories, Inc. (“NeoGenomics”) in the United States District Court for the Middle District of North Carolina, alleging infringement of certain Natera patents by NeoGenomics’ commercialization of the RaDaR test. The complaint seeks monetary damages and injunctive relief. The Company also filed a motion for preliminary injunction. 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. On July 17, 2023, the Court granted in part the Company’s motion for judgment as a matter of law requesting that the Court set aside the portions of the jury verdict adverse to Natera. The Court ruled that CareDx is not entitled to any damages. 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 November 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 July 2023, the plaintiff filed analogous claims in the Superior Court of California, County of San Mateo, to which the Company expects to file a response. 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 June 30, 2023 with a remaining term of at least one year: Party Commitments Expiry Date (in thousands) Laboratory instruments supplier $ 14,171 December 2024 Material suppliers 32,180 March 2028 Application service providers 15,632 March 2026 Other material suppliers 17,225 Various Total $ 79,208 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 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 June 30, 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 3,964,612 shares available for issuance under the Plan as of June 30, 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 ended on April 30, 2023. As of June 30, 2023, shares have been purchased in the first offering period. The second offering period of 2023 began on May 1, 2023 and will end on October 31, 2023. Stock Options and Restricted Stock Units The following table summarizes option and RSU activity for the six months ended June 30, 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 (344) 344 $ 44.53 Options exercised — (217) $ 13.59 RSUs granted (5,466) — RSUs forfeited/cancelled 620 — Balance at June 30, 2023 1,573 5,427 $ 22.89 4.71 $ 165,062 Exercisable at June 30, 2023 4,554 $ 13.65 3.97 $ 162,998 Vested and expected to vest at June 30, 2023 5,370 $ 22.40 4.67 $ 164,931 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 $10.2 million and $14.1 million in stock-based compensation for performance-based awards for the three months ended June 30, 2023 and 2022, respectively. The Company has recognized $17.5 million and $27.5 million in stock-based compensation for performance-based awards for the six months ended June 30, 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 six months ended June 30, 2023 and 2022. Restricted Stock Units The following table summarizes unvested RSU for the six months ended June 30, 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 5,466 $ 44.83 Vested (2,024) $ 56.75 Cancelled/forfeited (620) $ 49.63 Balance at June 30, 2023 9,658 $ 50.68 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 and six months ended June 30, 2023 and 2022. Three months ended June 30, 2023 2022 Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 2,831 $ 7 $ 2,838 $ 2,063 $ — $ 2,063 Research and development 14,723 772 15,495 11,938 520 12,458 Selling, general and administrative 25,630 507 26,137 26,296 156 26,452 Total $ 43,184 $ 1,286 $ 44,470 $ 40,297 $ 676 $ 40,973 Six months ended June 30, 2023 2022 Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 5,385 $ 9 $ 5,394 $ 3,779 $ — $ 3,779 Research and development 29,038 1,315 30,353 20,944 935 21,879 Selling, general and administrative 48,589 829 49,418 50,171 231 50,402 Total $ 83,012 $ 2,153 $ 85,165 $ 74,894 $ 1,166 $ 76,060 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 and six months ended June 30, 2023, the following valuation assumptions were applied on both the employee and non-employee options. Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Expected term (years) 5.97 — 6.03 10.00 5.20 — 6.03 5.12 — 10.00 Expected volatility 68.35 % — 68.75 % 56.15 % — 56.38 % 68.35 % — 70.07 % 55.91 % — 62.30 % Expected dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.50 % — 4.06 % 2.72 % — 2.74 % 3.41 % — 4.06 % 1.62 % — 2.74 % As of June 30, 2023, total stock options outstanding include stock options for 23,005 shares of common stock that were granted to non-employees, of which none are vested. Stock-based compensation expense related to stock options granted to non-employees is recognized as the stock option is earned and the services are rendered. The Company believes that the estimated fair value of the stock options is more readily measurable than the fair value of the services rendered. |
Debt
Debt | 6 Months Ended |
Jun. 30, 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 June 30, 2023 was 6.28%. 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. In June 2023, the Credit Line decreased from $150.0 million to $100.0 million. As of June 30, 2023, the Company has drawn down a total of $80.0 million and there is $20.0 million remaining and available on the Credit Line. For the three months ended June 30, 2023 and 2022, the Company recorded interest expense on the Credit Line of $1.2 million and $0.2 million, respectively. For the six months ended June 30, 2023 and 2022, the Company recorded interest expense on the Credit Line of $2.4 million and $0.3 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. June 30, 2023 December 31, 2022 (in thousands) Long-Term Debt Outstanding Principal $ 287,500 $ 287,500 Unamortized debt discount and issuance cost (5,205) (5,847) Net carrying amount $ 282,295 $ 281,653 Three months ended June 30, 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 322 312 Total interest expense $ 1,939 $ 1,929 Six months ended June 30, 2023 2022 (in thousands) Cash interest expense Contractual interest expense $ 3,234 $ 3,234 Non-cash interest expense Amortization of debt discount and debt issuance cost 642 625 Total interest expense $ 3,876 $ 3,859 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Income Taxes | 11. Income Taxes During the three months ended June 30, 2023 and 2022, the Company recorded total income tax (benefit) expense of approximately ($282,000) and $193,000, respectively. During the six months ended June 30, 2023 and 2022, the Company recorded total income tax (benefit) expense of approximately ($122,000) and $372,000, 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 June 30, 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share | |
Net Loss per Share | 12. Net Loss per Share The Convertible Notes are not convertible by the holders as of June 30, 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 $86.0 million based on the closing price of the Company’s common stock as of June 30, 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 June 30, 2023 and 2022: June 30, 2023 2022 (in thousands) Options to purchase common stock 5,427 5,435 Performance-based awards and restricted stock units 9,658 7,601 Employee stock purchase plan 72 112 Convertible Notes 7,411 7,411 Earnouts for development with acquired Canadian entity — 931 Total 22,568 21,490 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 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 $247.7 million for the six months ended June 30, 2023 and an accumulated deficit of $2.2 billion as of June 30, 2023. As of June 30, 2023, the Company had $381.1 million in cash, cash equivalents, and restricted cash, $354.8 million in marketable securities, an $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 of 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 August 3, 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 expected to be received from 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 is based on the Company’s assessment of the collectability of accounts related to our clinics and laboratory partner customers. The Company regularly reviews the allowance by considering factors such as historical experience, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. See Note 6, Balance Sheet Components 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, they are 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 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 June 30, 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 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 and six months ended June 30, 2023, and 2022, there were no customers exceeding 10% of total revenues on an individual basis. As of June 30, 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 Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) (in thousands) Beginning balance $ (11,798) $ (13,904) $ (16,362) $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment 2,595 (2,493) 7,159 (14,110) Ending balance $ (9,203) $ (16,397) $ (9,203) $ (16,397) 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 credit losses 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) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) (in thousands) Beginning balance $ (11,798) $ (13,904) $ (16,362) $ (2,287) Net unrealized gain (loss) on available-for-sale securities, net of tax and foreign currency translation adjustment 2,595 (2,493) 7,159 (14,110) Ending balance $ (9,203) $ (16,397) $ (9,203) $ (16,397) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue Recognition | |
Schedule of disaggregation of revenues by payer types | Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) Insurance carriers $ 226,521 $ 167,822 $ 436,899 $ 332,564 Laboratory and other partners 27,449 22,142 50,254 42,879 Patients 7,434 8,236 16,007 16,890 Total revenues $ 261,404 $ 198,200 $ 503,160 $ 392,333 |
Schedule of total revenue by geographic area | Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (in thousands) United States $ 253,296 $ 191,886 $ 486,550 $ 379,103 Americas, excluding U.S. 1,206 530 2,364 1,271 Europe, Middle East, India, Africa 5,620 3,736 10,816 7,427 Asia Pacific and Other 1,282 2,048 3,430 4,532 Total revenues $ 261,404 $ 198,200 $ 503,160 $ 392,333 |
Schedule of beginning and ending balances of accounts receivable and deferred revenues | Balance at Balance at June 30, December 31, (in thousands) 2023 2022 Assets: Accounts receivable, net $ 260,065 $ 244,385 Liabilities: Deferred revenue, current portion $ 15,644 $ 10,777 Deferred revenue, long-term portion 21,502 20,001 Total deferred revenues $ 37,146 $ 30,778 |
Schedule of changes in the balance of deferred revenues | June 30, June 30, 2023 2022 (in thousands) Beginning balance $ 30,778 $ 28,722 Increase in deferred revenues 17,402 14,974 Revenue recognized during the period that was included in (7,521) (5,757) Revenue recognized from performance obligations satisfied (3,513) (1,209) Ending balance $ 37,146 $ 36,730 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Measurements | |
Summary of financial assets and liabilities measured on recurring basis | June 30, 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 $ 216,337 $ — $ — $ 216,337 $ 283,358 $ — $ — $ 283,358 Liquid demand deposits 128,562 — — 128,562 125,596 — — 125,596 U.S. Treasury securities 296,490 — — 296,490 346,057 — — 346,057 Corporate bonds and notes — 8,901 — 8,901 — 23,529 — 23,529 Municipal securities — 49,437 — 49,437 — 62,715 — 62,715 Total financial assets $ 641,389 $ 58,338 $ — $ 699,727 $ 755,011 $ 86,244 $ — $ 841,255 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Financial Instruments | |
Schedule of available-for-sale securities | June 30, 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 $ 216,337 $ — $ 216,337 $ 283,358 $ — $ — $ 283,358 Liquid demand deposits 128,562 — 128,562 125,596 — — 125,596 U.S. Treasury securities (1) 302,590 (6,100) 296,490 358,385 — (12,328) 346,057 Corporate bonds and notes (1) 9,002 (101) 8,901 24,045 — (516) 23,529 Municipal securities 52,105 (2,668) 49,437 65,973 1 (3,259) 62,715 Total $ 708,596 $ (8,869) $ 699,727 $ 857,357 $ 1 $ (16,103) $ 841,255 Classified as: Cash equivalents (2) 344,899 408,954 Short-term investments 354,828 432,301 Total $ 699,727 $ 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 restricted cash, money market deposits and liquid demand deposits. |
Schedule of debt securities available-for-sale in unrealized loss position | Total Fair Value Unrealized Loss (in thousands) U.S. Treasury securities $ 296,490 $ (6,100) Corporate bonds and notes 8,901 (101) Municipal securities 46,429 (2,668) Total $ 351,820 $ (8,869) |
Summarized portfolio of available-for-sale securities by contractual maturity | June 30, 2023 Amortized Cost Fair Value (in thousands) Less than or equal to one year $ 296,067 $ 291,495 Greater than one year but less than five years 67,630 63,333 Total $ 363,697 $ 354,828 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 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 doubtful accounts related to trade accounts receivable for the three and six months ended June 30, 2023 and 2022: Three Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 5,134 $ 2,392 Provision for doubtful accounts 446 1,170 Write-offs — (1) Total $ 5,580 $ 3,561 Six Months Ended June 30, 2023 2022 (in thousands) Beginning balance $ 3,830 $ 2,429 Provision for doubtful accounts 1,750 1,501 Write-offs — (369) Total $ 5,580 $ 3,561 |
Schedule of property and equipment | June 30, December 31, Useful Life 2023 2022 (in thousands) Machinery and equipment 3- 5 $ 78,705 $ 66,262 Computer equipment 3 years 1,701 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 29,806 29,747 Construction-in-process 31,091 25,370 148,042 128,151 Less: Accumulated depreciation and amortization (45,121) (35,698) Total Property and Equipment, net $ 102,921 $ 92,453 |
Schedule of other accrued liabilities | June 30, December 31, 2023 2022 (in thousands) Reserves for refunds to insurance carriers $ 15,480 $ 18,948 Accrued charges for third-party testing 9,401 17,036 Testing and laboratory materials from suppliers 13,493 13,281 Marketing and corporate affairs 9,822 8,943 Legal, audit and consulting fees 36,343 36,710 Accrued shipping charges 1,294 485 Sales and income tax payable 4,624 4,319 Accrued third-party service fees 6,890 6,631 Clinical trials and studies 11,371 23,301 Operating lease liabilities, current portion 10,435 7,639 Property and equipment purchases 3,148 1,821 Other accrued interest 1,078 1,078 Other accrued expenses 2,134 4,022 Total other accrued liabilities $ 125,513 $ 144,214 |
Summary of reserve balance and activities for refunds to insurance carriers | June 30, June 30, 2023 2022 (in thousands) Beginning balance $ 18,948 $ 17,210 Additional reserves 5,148 8,576 Refunds to carriers (963) (793) Reserves released to revenue (7,653) (9,081) Ending balance $ 15,480 $ 15,912 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases. | |
Schedule of lease liabilities | June 30, December 31, 2023 2022 (in thousands) Operating lease liabilities, current portion included in other accrued liabilities $ 10,435 $ 7,639 Operating lease liabilities, long-term portion 71,093 76,577 Total operating lease liabilities $ 81,528 $ 84,216 |
Schedule of annual minimum lease payments | Operating Leases (in thousands) As of June 30, 2023 2023 (remaining 6 months) $ 7,255 2024 16,007 2025 16,352 2026 16,732 2027 13,676 2028 and thereafter 33,999 104,021 Less: imputed interest (22,493) Operating lease liabilities $ 81,528 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies | |
Schedule of material contractual commitments | Contractual Commitments The following table sets forth the Company’s material contractual commitments as of June 30, 2023 with a remaining term of at least one year: Party Commitments Expiry Date (in thousands) Laboratory instruments supplier $ 14,171 December 2024 Material suppliers 32,180 March 2028 Application service providers 15,632 March 2026 Other material suppliers 17,225 Various Total $ 79,208 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 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 (344) 344 $ 44.53 Options exercised — (217) $ 13.59 RSUs granted (5,466) — RSUs forfeited/cancelled 620 — Balance at June 30, 2023 1,573 5,427 $ 22.89 4.71 $ 165,062 Exercisable at June 30, 2023 4,554 $ 13.65 3.97 $ 162,998 Vested and expected to vest at June 30, 2023 5,370 $ 22.40 4.67 $ 164,931 |
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 5,466 $ 44.83 Vested (2,024) $ 56.75 Cancelled/forfeited (620) $ 49.63 Balance at June 30, 2023 9,658 $ 50.68 |
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 and six months ended June 30, 2023 and 2022. Three months ended June 30, 2023 2022 Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 2,831 $ 7 $ 2,838 $ 2,063 $ — $ 2,063 Research and development 14,723 772 15,495 11,938 520 12,458 Selling, general and administrative 25,630 507 26,137 26,296 156 26,452 Total $ 43,184 $ 1,286 $ 44,470 $ 40,297 $ 676 $ 40,973 Six months ended June 30, 2023 2022 Employee Non-Employee Total Employee Non-Employee Total (in thousands) Cost of revenues $ 5,385 $ 9 $ 5,394 $ 3,779 $ — $ 3,779 Research and development 29,038 1,315 30,353 20,944 935 21,879 Selling, general and administrative 48,589 829 49,418 50,171 231 50,402 Total $ 83,012 $ 2,153 $ 85,165 $ 74,894 $ 1,166 $ 76,060 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used in valuation of fair value | Three months ended June 30, Six months ended June 30, 2023 2022 2023 2022 Expected term (years) 5.97 — 6.03 10.00 5.20 — 6.03 5.12 — 10.00 Expected volatility 68.35 % — 68.75 % 56.15 % — 56.38 % 68.35 % — 70.07 % 55.91 % — 62.30 % Expected dividend rate 0.00 % 0.00 % 0.00 % 0.00 % Risk-free interest rate 3.50 % — 4.06 % 2.72 % — 2.74 % 3.41 % — 4.06 % 1.62 % — 2.74 % |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt | |
Schedule of outstanding Convertible Notes | June 30, 2023 December 31, 2022 (in thousands) Long-Term Debt Outstanding Principal $ 287,500 $ 287,500 Unamortized debt discount and issuance cost (5,205) (5,847) Net carrying amount $ 282,295 $ 281,653 |
Summary of interest expense | Three months ended June 30, 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 322 312 Total interest expense $ 1,939 $ 1,929 Six months ended June 30, 2023 2022 (in thousands) Cash interest expense Contractual interest expense $ 3,234 $ 3,234 Non-cash interest expense Amortization of debt discount and debt issuance cost 642 625 Total interest expense $ 3,876 $ 3,859 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Net Loss per Share | |
Total outstanding potentially dilutive shares | June 30, 2023 2022 (in thousands) Options to purchase common stock 5,427 5,435 Performance-based awards and restricted stock units 9,658 7,601 Employee stock purchase plan 72 112 Convertible Notes 7,411 7,411 Earnouts for development with acquired Canadian entity — 931 Total 22,568 21,490 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended | ||||||
Nov. 08, 2022 | Nov. 30, 2022 | Apr. 30, 2020 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Policies | |||||||||
Revenues | $ 261,404 | $ 198,200 | $ 503,160 | $ 392,333 | |||||
Net Income (Loss) | (110,803) | (145,151) | (247,740) | (283,746) | |||||
Accumulated deficit | 2,190,375 | 2,190,375 | $ 1,942,635 | ||||||
Cash, cash equivalents and restricted cash | 381,113 | 91,384 | 381,113 | 91,384 | 466,091 | $ 84,614 | |||
Marketable securities | 354,828 | 354,828 | 432,301 | ||||||
Short-term Credit Line, outstanding balance | 80,418 | 80,418 | $ 80,350 | ||||||
Borrowings under credit facility | $ 30,000 | 80,000 | |||||||
Remaining borrowing capacity | $ 100,000 | $ 20,000 | $ 20,000 | ||||||
Common stock, shares issued | 13,144,500 | 114,051,000 | 114,051,000 | 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 | $ 287,500 | ||||||
Per annum interest rate (as a percent) | 2.25% | 2.25% | |||||||
Net proceeds | $ 278,300 | ||||||||
Licensing and other | |||||||||
Policies | |||||||||
Revenues | 3,148 | 3,618 | $ 7,107 | 7,749 | |||||
Cost of revenues | 341 | 481 | 711 | 1,026 | |||||
Product | |||||||||
Policies | |||||||||
Revenues | 258,256 | 194,582 | 496,053 | 384,584 | |||||
Cost of revenues | $ 142,808 | $ 108,756 | $ 290,562 | $ 211,426 |
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 | Jun. 30, 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 | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 customer USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 customer | |
Sales | Customer | |||||
Risk and Uncertainties | |||||
Number of customers exceeding 10% of benchmark | $ | 0 | 0 | 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 | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning balance | $ (11,798) | $ (13,904) | $ (16,362) | $ (2,287) |
Ending balance | (9,203) | (16,397) | (9,203) | (16,397) |
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 | $ 2,595 | $ (2,493) | $ 7,159 | $ (14,110) |
Revenue Recognition (Details)
Revenue Recognition (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2023 USD ($) item $ / shares | Jun. 30, 2022 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2019 USD ($) | Jun. 30, 2019 USD ($) | |
Deferred revenue, Long-term | $ 21,502 | $ 21,502 | $ 20,001 | |||||
Increased (decreased) revenues | 3,400 | $ 4,200 | (5,800) | $ 10,600 | ||||
(Increased) decreased net loss | $ 3,400 | $ 4,200 | $ (5,800) | $ 10,600 | ||||
(Increased) decreased net loss per share | $ / shares | $ 0.03 | $ 0.04 | $ (0.05) | $ 0.11 | ||||
Other assets | $ 17,518 | $ 17,518 | 18,330 | |||||
Deferred revenue | 37,146 | $ 36,730 | 37,146 | $ 36,730 | 30,778 | $ 28,722 | ||
Deferred revenue, current portion | 15,644 | 15,644 | 10,777 | |||||
Total revenues | 261,404 | 198,200 | 503,160 | 392,333 | ||||
Deferred revenue, long-term portion | 21,502 | 21,502 | 20,001 | |||||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | 7,521 | 5,757 | ||||||
Product | ||||||||
Revenue recognized | 6,500 | 2,500 | ||||||
Cost of revenues | 142,808 | 108,756 | $ 290,562 | $ 211,426 | ||||
Billing collection period (in months) | 18 months | |||||||
Increased (decreased) revenues | 800 | 1,100 | ||||||
(Increased) decreased net loss | $ 800 | $ 1,100 | ||||||
(Increased) decreased net loss per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.06 | $ 0.03 | ||||
Total revenues | $ 258,256 | $ 194,582 | $ 496,053 | $ 384,584 | ||||
Licensing and other | ||||||||
Cost of revenues | 341 | 481 | 711 | 1,026 | ||||
Total revenues | 3,148 | $ 3,618 | 7,107 | 7,749 | ||||
Genetic testing services | ||||||||
Deferred revenue, current portion | 13,400 | 13,400 | ||||||
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | $ 7,200 | |||||||
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 | $ 44,000 | |||||||
Agreement term | 10 years | |||||||
Revenue, remaining performance obligation | 6,000 | $ 6,000 | ||||||
Deferred revenue, Long-term | 19,800 | 19,800 | ||||||
Initial transaction price | 50,000 | 50,000 | ||||||
Prepaid expenses and other current assets | 4,000 | |||||||
Deferred revenue | 19,800 | 19,800 | ||||||
Prepaid royalties | 20,000 | 20,000 | ||||||
Deferred revenue, long-term portion | 19,800 | 19,800 | ||||||
BGI Genomics | License and related development services | ||||||||
Revenue recognized | $ 100 | 2,700 | ||||||
Number of performance obligations | item | 2 | |||||||
Revenue, remaining performance obligation | 24,000 | $ 24,000 | ||||||
BGI Genomics | Sequencing services | ||||||||
Other assets | 7,300 | 7,300 | $ 6,000 | |||||
Equipment and services received | 1,000 | |||||||
BGI Genomics | Sequencing products | ||||||||
Other assets | 4,000 | |||||||
Prepaid expenses and other current assets | 2,200 | 2,200 | ||||||
Equipment and services received | 2,600 | |||||||
BGI Genomics | Sequencing products and services | ||||||||
Other assets | 5,100 | 5,100 | $ 10,000 | |||||
BGI Genomics | Oncology assay interpretation services | ||||||||
Revenue recognized | 600 | |||||||
BGI Genomics | Royalty | ||||||||
Revenue recognized | $ 200 | $ 0 | ||||||
Number of performance obligations | item | 2 | |||||||
Revenue, remaining performance obligation | 20,000 | $ 20,000 | ||||||
Foundation Medicine ("FMI") | ||||||||
Revenue recognized | $ 24,300 | |||||||
Agreement term | 5 years | |||||||
Automatic renewals, successive period thereafter | 1 year | |||||||
Revenue, remaining performance obligation | 7,700 | $ 7,700 | ||||||
Deferred revenue, Long-term | 1,700 | 1,700 | ||||||
Initial transaction price | $ 32,000 | |||||||
Deferred revenue | 4,000 | 4,000 | ||||||
Deferred revenue, current portion | 2,300 | 2,300 | ||||||
Prepaid royalties | 5,000 | 5,000 | ||||||
Deferred revenue, long-term portion | 1,700 | 1,700 | ||||||
Foundation Medicine ("FMI") | Oncology assay interpretation services | ||||||||
Revenue recognized | 400 | 100 | ||||||
Revenue, remaining performance obligation | 5,000 | 5,000 | ||||||
Foundation Medicine ("FMI") | Oncology products | ||||||||
Revenue recognized | 200 | $ 1,100 | ||||||
Revenue, remaining performance obligation | $ 19,300 | $ 19,300 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 261,404 | $ 198,200 | $ 503,160 | $ 392,333 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 253,296 | 191,886 | 486,550 | 379,103 |
Americas, excluding U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,206 | 530 | 2,364 | 1,271 |
Europe, Middle East, India, Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 5,620 | 3,736 | 10,816 | 7,427 |
Asia Pacific and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,282 | 2,048 | 3,430 | 4,532 |
Insurance carriers | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 226,521 | 167,822 | 436,899 | 332,564 |
Laboratory partners | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 27,449 | 22,142 | 50,254 | 42,879 |
Patients | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 7,434 | 8,236 | 16,007 | 16,890 |
Licensing and other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 3,148 | $ 3,618 | $ 7,107 | $ 7,749 |
Revenue Recognition - Accounts
Revenue Recognition - Accounts Receivable and Deferred Revenue (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||||
Accounts receivable, net | $ 260,065 | $ 244,385 | ||
Liabilities: | ||||
Deferred revenue, current portion | 15,644 | 10,777 | ||
Deferred revenue, long-term portion | 21,502 | 20,001 | ||
Total deferred revenues | $ 37,146 | $ 30,778 | $ 36,730 | $ 28,722 |
Revenue Recognition - Changes i
Revenue Recognition - Changes in Balance of Deferred Revenues (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue Recognition | ||
Beginning balance | $ 30,778 | $ 28,722 |
Increase in deferred revenues | 17,402 | 14,974 |
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | (7,521) | (5,757) |
Revenue recognized from performance obligations satisfied within the same period | (3,513) | (1,209) |
Ending Balance | $ 37,146 | $ 36,730 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenues (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue recognized during the period that was included in deferred revenues at the beginning of the period | $ 7,521 | $ 5,757 | ||
Deferred revenue, current portion | 15,644 | $ 10,777 | ||
Deferred revenue, Long-term | 21,502 | 20,001 | ||
Deferred revenue | 37,146 | $ 36,730 | $ 30,778 | $ 28,722 |
BGI Genomics | ||||
Revenue recognized | 44,000 | |||
Deferred revenue, Long-term | 19,800 | |||
Deferred revenue | 19,800 | |||
Foundation Medicine ("FMI") | ||||
Revenue recognized | 24,300 | |||
Deferred revenue, current portion | 2,300 | |||
Deferred revenue, Long-term | 1,700 | |||
Deferred revenue | 4,000 | |||
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 | 7,200 | |||
Deferred revenue, current portion | $ 13,400 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 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 | $ 433,200 | 358,400 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 699,727 | 841,255 |
Recurring | Money market deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 216,337 | 283,358 |
Recurring | Liquid demand deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 128,562 | 125,596 |
Recurring | U.S. Treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 296,490 | 346,057 |
Recurring | Corporate bonds and notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 8,901 | 23,529 |
Recurring | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 49,437 | 62,715 |
Recurring | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 641,389 | 755,011 |
Recurring | Level 1 | Money market deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 216,337 | 283,358 |
Recurring | Level 1 | Liquid demand deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 128,562 | 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 | 296,490 | 346,057 |
Recurring | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 58,338 | 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 | 8,901 | 23,529 |
Recurring | Level 2 | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 49,437 | $ 62,715 |
Financial Instruments (Details)
Financial Instruments (Details) $ in Thousands | Jun. 30, 2023 USD ($) position | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | $ 708,596 | $ 857,357 |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (8,869) | (16,103) |
Estimated Fair Value | $ 699,727 | 841,255 |
Number of investments, unrealized loss position | position | 47 | |
Fair value | $ 351,820 | |
Unrealized loss | (8,869) | |
Gross unrealized loss | 8,869 | 16,103 |
Amortized Cost | ||
Less than or equal to one year | 296,067 | |
Greater than one year but less than five years | 67,630 | |
Total | 363,697 | |
Fair Value | ||
Less than or equal to one year | 291,495 | |
Greater than or equal to one year but less than five years | 63,333 | |
Total | 354,828 | |
Money market deposits | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 216,337 | 283,358 |
Estimated Fair Value | 216,337 | 283,358 |
Liquid demand deposits | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 128,562 | 125,596 |
Estimated Fair Value | 128,562 | 125,596 |
U.S. Treasury securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 302,590 | 358,385 |
Gross Unrealized Loss | (6,100) | (12,328) |
Estimated Fair Value | 296,490 | 346,057 |
Fair value | 296,490 | |
Unrealized loss | (6,100) | |
Gross unrealized loss | 6,100 | 12,328 |
Corporate bonds and notes | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 9,002 | 24,045 |
Gross Unrealized Loss | (101) | (516) |
Estimated Fair Value | 8,901 | 23,529 |
Fair value | 8,901 | |
Unrealized loss | (101) | |
Gross unrealized loss | 101 | 516 |
Municipal securities | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Amortized Cost | 52,105 | 65,973 |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | (2,668) | (3,259) |
Estimated Fair Value | 49,437 | 62,715 |
Fair value | 46,429 | |
Unrealized loss | (2,668) | |
Gross unrealized loss | 2,668 | 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 | 344,899 | 408,954 |
Short-term investments | ||
Debt Securities, Available-for-sale, Fair Value to Amortized Cost [Abstract] | ||
Estimated Fair Value | $ 354,828 | $ 432,301 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Balance Sheet Components | ||||
Beginning balance | $ 5,134 | $ 2,392 | $ 3,830 | $ 2,429 |
Provision for doubtful accounts | 446 | 1,170 | 1,750 | 1,501 |
Write-offs | (1) | (369) | ||
Total | $ 5,580 | $ 3,561 | $ 5,580 | $ 3,561 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, net (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property and Equipment, net | |||
Property and equipment, gross | $ 148,042 | $ 128,151 | |
Less: Accumulated depreciation and amortization | (45,121) | (35,698) | |
Total Property and Equipment, net | 102,921 | 92,453 | |
Depreciation expense | 10,200 | $ 7,300 | |
Impairment charge | 0 | $ 0 | |
Machinery and equipment | |||
Property and Equipment, net | |||
Property and equipment, gross | 78,705 | 66,262 | |
Computer equipment | |||
Property and Equipment, net | |||
Property and equipment, gross | $ 1,701 | 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 | $ 29,806 | 29,747 | |
Construction-in-process | |||
Property and Equipment, net | |||
Property and equipment, gross | $ 31,091 | $ 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 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Components | ||||
Reserves for refunds to insurance carriers | $ 15,480 | $ 18,948 | $ 15,912 | $ 17,210 |
Accrued charges for third-party testing | 9,401 | 17,036 | ||
Testing and laboratory materials from suppliers | 13,493 | 13,281 | ||
Marketing and corporate affairs | 9,822 | 8,943 | ||
Legal, audit and consulting fees | 36,343 | 36,710 | ||
Accrued shipping charges | 1,294 | 485 | ||
Sales and income tax payable | 4,624 | 4,319 | ||
Accrued third-party service fees | 6,890 | 6,631 | ||
Clinical trials and studies | 11,371 | 23,301 | ||
Operating lease liabilities, current portion | 10,435 | 7,639 | ||
Property and equipment purchases | 3,148 | 1,821 | ||
Other accrued interest | 1,078 | 1,078 | ||
Other accrued expenses | 2,134 | 4,022 | ||
Total other accrued liabilities | $ 125,513 | $ 144,214 |
Balance Sheet Components - Rese
Balance Sheet Components - Reserve Balance and Activities for Refunds (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Balance Sheet Components | ||
Beginning balance | $ 18,948 | $ 17,210 |
Additional reserves | 5,148 | 8,576 |
Refunds to carriers | (963) | (793) |
Reserves released to revenue | (7,653) | (9,081) |
Ending balance | $ 15,480 | $ 15,912 |
Leases (Details)
Leases (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2021 USD ($) ft² | Jun. 30, 2023 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) ft² item lease | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | ||||||
Operating lease liabilities, current portion included in other accrued liabilities | $ | $ 10,435 | $ 10,435 | $ 7,639 | |||
Operating lease liabilities, long-term portion | $ | 71,093 | 71,093 | 76,577 | |||
Operating lease liabilities | $ | $ 81,528 | $ 81,528 | $ 84,216 | |||
Weighted average remaining lease term | 7 years 4 months 6 days | 7 years 4 months 6 days | ||||
Weighted average discount rate (as a percent) | 6.67% | 6.67% | ||||
Lease expense | $ | $ 3,700 | $ 3,300 | $ 7,500 | $ 6,700 | ||
Operating lease payments | $ | $ 3,000 | $ 2,800 | $ 5,196 | 5,528 | ||
Austin TX, Long-term Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 94,000 | 94,000 | ||||
Number of office space locations | lease | 2 | |||||
Term of lease | 132 months | 132 months | ||||
First Expansion Premises | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 32,500 | 32,500 | ||||
Noncash operating activities related to right-of-use assets | $ | $ 7,500 | |||||
Second Expansion Premises | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 65,222 | 65,222 | ||||
Corporate Headquarters Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 136,000 | 136,000 | ||||
Number of office space locations | item | 2 | |||||
Term of lease | 84 months | 84 months | ||||
Renewal term of lease | 5 years | 5 years | ||||
"First Space" Sublease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of office space locations | ft² | 88,000 | |||||
"Second Space" Sublease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of office space locations | ft² | 48,000 | |||||
Corporate Headquarters Lease Amendment | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Annual lease payment | $ | $ 9,300 | |||||
Term of lease | 48 months | 48 months | ||||
Tukwila, WA Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 10,000 | 10,000 | ||||
Term of lease | 62 months | 62 months | ||||
Renewal term of lease | 5 years | 5 years | ||||
South San Francisco, CA Lease | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 11,395 | 11,395 | ||||
Annual lease payment | $ | $ 900 | |||||
Term of lease | 36 months | 36 months | ||||
Renewal term of lease | 3 years | 3 years | ||||
Laboratory space in Canada | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Office space (area) | ft² | 7,107 | |||||
Annual lease payment | $ | $ 200 | |||||
Term of lease | 24 months | |||||
Certain workspaces and storage spaces | Minimum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of lease | 1 year | 1 year | ||||
Certain workspaces and storage spaces | Maximum | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Term of lease | 5 years | 5 years |
Leases - Payments (Details)
Leases - Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases. | ||
2023 (remaining 6 months) | $ 7,255 | |
2024 | 16,007 | |
2025 | 16,352 | |
2026 | 16,732 | |
2027 | 13,676 | |
2028 and thereafter | 33,999 | |
Total | 104,021 | |
Less: imputed interest | (22,493) | |
Operating lease liabilities | $ 81,528 | $ 84,216 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | |||||||||||
Sep. 28, 2021 patent | Jun. 30, 2023 USD ($) patent | May 31, 2023 USD ($) | 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 | Dec. 31, 2022 claim | Feb. 28, 2022 lawsuit | |
Other commitments | ||||||||||||
Total commitments | $ | $ 79,208 | |||||||||||
Material suppliers | ||||||||||||
Other commitments | ||||||||||||
Total commitments | $ | 32,180 | |||||||||||
Application service providers | ||||||||||||
Other commitments | ||||||||||||
Total commitments | $ | 15,632 | |||||||||||
Other material suppliers | ||||||||||||
Other commitments | ||||||||||||
Total commitments | $ | 17,225 | |||||||||||
Laboratory instruments supplier | ||||||||||||
Other commitments | ||||||||||||
Total commitments | $ | $ 14,171 | |||||||||||
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 Case | ||||||||||||
Other commitments | ||||||||||||
Gain contingency, patents allegedly infringed, number | 3 | |||||||||||
Amount awarded from other party | $ | $ 19,350 | |||||||||||
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 | |||||||||||
Claims remaining | ArcherDX Case | ||||||||||||
Other commitments | ||||||||||||
Gain contingency, patents allegedly infringed, number | 2 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jun. 30, 2015 | |
Employee Stock [Member] | ||||||
Stock Based Compensation | ||||||
Shares reserved for issuance | 3,964,612 | 3,964,612 | 3,451,495 | |||
Shares reserved for issuance as a proportion of common stock outstanding (as a percent) | 4% | |||||
Number of Shares Purchased | 218,649 | |||||
Employee Stock [Member] | Minimum | ||||||
Stock Based Compensation | ||||||
Shares reserved for issuance | 880,000 | 880,000 | ||||
Additional shares reserved for issuance | 3,500,000 | 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 | $ 10,200 | $ 14,100 | $ 17,500 | $ 27,500 | ||
Options to purchase common stock | ||||||
Stock Based Compensation | ||||||
Stock-based compensation expense | $ 44,470 | $ 40,973 | $ 85,165 | $ 76,060 | ||
Shares granted | 5,466,000 | |||||
Shares available for issuance | 1,573,000 | 1,573,000 | 3,263,000 | |||
Restricted stock units | ||||||
Stock Based Compensation | ||||||
Number of shares vested | 2,024,000 | |||||
Shares granted | 5,466,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Options to purchase common stock | ||
Stock Based Compensation | ||
Shares available for grant, beginning balance | 3,263,000 | |
Additional shares authorized | 3,500,000 | |
Options granted (in shares) | (344,000) | |
RSUs granted (in shares) | (5,466,000) | |
RSUs forfeited/cancelled (in shares) | 620,000 | |
Shares available for grant, end balance | 1,573,000 | 3,263,000 |
Number of shares Outstanding | ||
Outstanding, beginning balance (in shares) | 5,300,000 | |
Options granted (in shares) | 344,000 | |
Options exercised (in shares) | (217,000) | |
Outstanding, end balance (in shares) | 5,427,000 | 5,300,000 |
Exercisable (in shares) | 4,554,000 | |
Vested and expected to vest (in shares) | 5,370,000 | |
Weighted-Average Exercise Price | ||
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 21.11 | |
Granted (in dollars per share) | $ / shares | 44.53 | |
Exercised (in dollars per share) | $ / shares | 13.59 | |
Outstanding, end balance (in dollars per share) | $ / shares | 22.89 | $ 21.11 |
Exercisable (in dollars per share) | $ / shares | 13.65 | |
Vested and expected to vest (in dollars per share) | $ / shares | $ 22.40 | |
Additional disclosures | ||
Weighted average contractual term, options outstanding | 4 years 8 months 15 days | 4 years 10 months 2 days |
Exercisable (in years) | 3 years 11 months 19 days | |
Vested and expected to vest (in years) | 4 years 8 months 1 day | |
Aggregate intrinsic value, options outstanding | $ | $ 165,062 | $ 131,385 |
Aggregate intrinsic value, options exercisable | $ | 162,998 | |
Aggregate intrinsic value, vested and expected to vest | $ | $ 164,931 | |
Non-employee stock options | ||
Number of shares Outstanding | ||
Outstanding, end balance (in shares) | 23,005 | |
Vested and expected to vest (in shares) | 0 | |
Restricted stock units | ||
Stock Based Compensation | ||
RSUs granted (in shares) | (5,466,000) | |
RSUs forfeited/cancelled (in shares) | 620,000 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance-based Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Monte-Carlo | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Granted (in shares) | 0 | 0 | ||
Performance-based awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 10,200 | $ 14,100 | $ 17,500 | $ 27,500 |
Restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs Granted (in shares) | 5,466,000 | |||
Vested (in shares) | 2,024,000 | |||
Options to purchase common stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Granted (in shares) | 344,000 | |||
RSUs Granted (in shares) | 5,466,000 | |||
Stock-based compensation expense | $ 44,470 | $ 40,973 | $ 85,165 | $ 76,060 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Valuation of Stock Option Grants to Employees | ||||
Expected volatility, minimum | 68.35% | 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 | 4.06% | 2.74% | ||
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 days | 10 years | ||
Options to purchase common stock | ||||
Stock Based Compensation | ||||
Options granted (in shares) | 344 | |||
Valuation of Stock Option Grants to Employees | ||||
Expected term (years) | 10 years | |||
Expected volatility, minimum | 68.35% | 56.15% | ||
Expected volatility, maximum | 68.75% | 56.38% | ||
Expected dividend yield | 0% | 0% | ||
Risk free interest rate, minimum | 3.50% | 2.72% | ||
Risk free interest rate, maximum | 4.06% | 2.74% | ||
Options to purchase common stock | Minimum | ||||
Valuation of Stock Option Grants to Employees | ||||
Expected term (years) | 5 years 11 months 19 days | |||
Options to purchase common stock | Maximum | ||||
Valuation of Stock Option Grants to Employees | ||||
Expected term (years) | 6 years 10 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted stock units shares in Thousands | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Shares | |
Balance (in shares) | shares | 6,836 |
Granted (in shares) | shares | 5,466 |
Vested (in shares) | shares | (2,024) |
Canceled/Forfeited (in shares) | shares | (620) |
Balance (in shares) | shares | 9,658 |
Weighted Average Grant Date Fair Value | |
Balance (in dollars per share) | $ / shares | $ 57.12 |
Granted (in dollars per share) | $ / shares | 44.83 |
Vested (in dollars per share) | $ / shares | 56.75 |
Canceled/Forfeited (in dollars per share) | $ / shares | 49.63 |
Balance (in dollars per share) | $ / shares | $ 50.68 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Expense (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Options to purchase common stock | ||||
Stock based compensation expense | ||||
Options granted (in shares) | 344 | |||
Stock-based compensation expense | $ 44,470 | $ 40,973 | $ 85,165 | $ 76,060 |
Unrecognized compensation expense | 373,500 | $ 373,500 | ||
Unrecognized compensation expense, weighted average period of recognition | 2 years 8 months 12 days | |||
Options to purchase common stock | Cost of revenues | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 2,838 | 2,063 | $ 5,394 | 3,779 |
Options to purchase common stock | Research and development | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 15,495 | 12,458 | 30,353 | 21,879 |
Options to purchase common stock | Selling, general and administrative | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 26,137 | 26,452 | 49,418 | 50,402 |
Employee Stock Option [Member] | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 43,184 | 40,297 | 83,012 | 74,894 |
Employee Stock Option [Member] | Cost of revenues | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 2,831 | 2,063 | 5,385 | 3,779 |
Employee Stock Option [Member] | Research and development | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 14,723 | 11,938 | 29,038 | 20,944 |
Employee Stock Option [Member] | Selling, general and administrative | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 25,630 | 26,296 | 48,589 | 50,171 |
Non-employee stock options | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 1,286 | 676 | 2,153 | 1,166 |
Non-employee stock options | Cost of revenues | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 7 | 9 | ||
Non-employee stock options | Research and development | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | 772 | 520 | 1,315 | 935 |
Non-employee stock options | Selling, general and administrative | ||||
Stock based compensation expense | ||||
Stock-based compensation expense | $ 507 | $ 156 | $ 829 | $ 231 |
Debt (Details)
Debt (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Nov. 08, 2022 USD ($) | Apr. 30, 2020 USD ($) $ / shares | Apr. 30, 2020 USD ($) D $ / shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | May 31, 2023 USD ($) | 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 | $ 20,000,000 | $ 20,000,000 | $ 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 | $ 0.0001 | |||||||||
Common stock, shares issued | shares | 114,051,000 | 114,051,000 | 111,255,000 | 13,144,500 | ||||||||
Stock issued (in dollars per share) | $ / shares | $ 35 | |||||||||||
Accrued Interest | $ 1,078,000 | $ 1,078,000 | $ 1,078,000 | |||||||||
Amortization of debt discount and issuance cost | 642,000 | $ 625,000 | ||||||||||
Interest expense | 3,177,000 | $ 2,150,000 | 6,238,000 | 4,237,000 | ||||||||
Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 287,500,000 | $ 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 | $ 1,939,000 | 1,929,000 | $ 3,876,000 | 3,859,000 | ||||||||
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% | 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 | $ 282,295,000 | $ 282,295,000 | 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 | 433,200,000 | 433,200,000 | 358,400,000 | |||||||||
Line Of Credit-UBS | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | 100,000,000 | 100,000,000 | $ 150,000,000 | $ 150,000,000 | $ 50,000,000 | |||||||
Outstanding balance | $ 80,400,000 | 80,400,000 | $ 80,400,000 | |||||||||
Interest expense | $ 2,400,000 | $ 300,000 | ||||||||||
Interest rate (as a percent) | 6.28% | 6.28% | ||||||||||
Interest expense | $ 1,200,000 | $ 200,000 | ||||||||||
Line Of Credit-UBS | London Interbank Offered Rate Member | ||||||||||||
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 | 6 Months Ended |
Jun. 30, 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 | Jun. 30, 2023 | Dec. 31, 2022 |
Outstanding principle | $ 287,500 | $ 287,500 |
Unamortized debt discount and debt issuance cost | (5,205) | (5,847) |
Net carrying amount | $ 282,295 | $ 281,653 |
Debt - Interest Expense Recogni
Debt - Interest Expense Recognized Related To Convertible Notes (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash interest expense | ||||
Contractual interest expense | $ 1,617 | $ 1,617 | $ 3,234 | $ 3,234 |
Non-cash interest expense | ||||
Amortization of debt discount and debt issuance cost | 322 | 312 | 642 | 625 |
Total interest expense | $ 1,939 | $ 1,929 | $ 3,876 | $ 3,859 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Taxes | |||||
Income tax expense (benefit) | $ (282,000) | $ 193,000 | $ (122,000) | $ 372,000 | |
Interest and penalties accrued | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Loss per S
Net Loss per Share - Loss per Share (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Convertible Notes | |
Earnings or Loss per Share [Line Items] | |
Convertible, If-converted value in excess of principal | $ 86 |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Shares (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares not included in diluted per share calculation | 22,568 | 21,490 |
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 | 5,427 | 5,435 |
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 | 9,658 | 7,601 |
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 | 72 | 112 |
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 | 931 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (110,803) | $ (145,151) | $ (247,740) | $ (283,746) |
Insider Trading Arrangements
Insider Trading Arrangements - Herm Rosenman | 3 Months Ended |
Jun. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | On May 19, 2023, Herm Rosenman, a member of the Company’s board of directors, adopted a trading arrangement for the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Rosenman’s Rule 10b5-1 Trading Plan provides for the exercise of 93,901 stock options and sale of underlying shares of common stock pursuant to the terms of the plan, between August 18, 2023 and February 23, 2024. |
Name | Herm Rosenman |
Title | a member of the Company’s board of directors |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | May 19, 2023 |
Aggregate Available | 93,901 |
Expiration Date | February 23, 2024 |