Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 15, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FLGT | ||
Entity Registrant Name | FULGENT GENETICS, INC. | ||
Entity Central Index Key | 0001674930 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 29,784,771 | ||
Entity Public Float | $ 628.5 | ||
Entity File Number | 001-37894 | ||
Entity Tax Identification Number | 81-2621304 | ||
Entity Address, Address Line One | 4399 Santa Anita Avenue | ||
Entity Address, City or Town | El Monte | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 91731 | ||
City Area Code | 626 | ||
Local Phone Number | 350-0537 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | true | ||
Auditor Firm ID | 34 | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Location | Los Angeles, California | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Certain portions of the registrant’s definitive proxy statement for its 2024 annual meeting of stockholders are incorporated by reference in Part III of this report. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 97,473 | $ 79,506 |
Marketable securities | 326,681 | 446,729 |
Trade accounts receivable, net of allowance for credit losses of $25,226 and $41,205 | 51,132 | 52,749 |
Other current assets | 32,559 | 48,889 |
Total current assets | 507,845 | 627,873 |
Marketable securities, long-term | 423,571 | 326,648 |
Redeemable preferred stock investment | 20,438 | 12,385 |
Fixed assets, net | 83,464 | 81,353 |
Intangible assets, net | 143,053 | 150,643 |
Goodwill, net | 22,055 | 143,027 |
Other long-term assets | 34,902 | 44,124 |
Total assets | 1,235,328 | 1,386,053 |
Current liabilities | ||
Accounts payable | 15,360 | 23,093 |
Accrued liabilities | 30,737 | 24,981 |
Contract liabilities | 2,874 | 3,199 |
Customer deposit | 22,700 | 10,895 |
Investment margin loan | 14,999 | |
Notes payable, current portion | 1,183 | 5,639 |
Other current liabilities | 164 | 5,301 |
Total current liabilities | 73,018 | 88,107 |
Unrecognized tax benefits | 5,978 | 9,836 |
Deferred tax liabilities | 7,962 | |
Other long-term liabilities | 15,084 | 18,235 |
Total liabilities | 102,042 | 116,178 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value per share, 50,000 shares authorized, 32,416 shares issued and 29,653 shares outstanding and 31,248 shares issued and 29,438 shares outstanding | 3 | 3 |
Preferred stock, $0.0001 par value per share, 1,000 shares authorized, no shares issued or outstanding | ||
Additional paid-in capital | 501,718 | 486,585 |
Accumulated other comprehensive income (loss) | 1,205 | (20,903) |
Retained earnings | 633,175 | 801,000 |
Total Fulgent stockholders' equity | 1,136,101 | 1,266,685 |
Noncontrolling interest | (2,815) | 3,190 |
Total stockholders’ equity | 1,133,286 | 1,269,875 |
Total liabilities and stockholders’ equity | $ 1,235,328 | $ 1,386,053 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 25,226 | $ 41,205 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 32,416,000 | 31,248,000 |
Common stock, shares outstanding | 29,653,000 | 29,438,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 289,213 | $ 618,968 | $ 992,584 |
Cost of revenue | 184,757 | 252,067 | 215,533 |
Gross profit | 104,456 | 366,901 | 777,051 |
Operating expenses: | |||
Research and development | 41,440 | 28,910 | 24,219 |
Selling and marketing | 41,467 | 38,918 | 24,439 |
General and administrative | 88,999 | 111,074 | 50,732 |
Amortization of intangible assets | 7,845 | 6,497 | 1,708 |
Goodwill impairment loss | 120,234 | ||
Restructuring costs | 2,975 | ||
Total operating expenses | 299,985 | 188,374 | 101,098 |
Operating (loss) income | (195,529) | 178,527 | 675,953 |
Interest and other income, net | 21,444 | 5,498 | 1,347 |
(Loss) income before income taxes and gain on equity-method investments | (174,085) | 184,025 | 677,300 |
Provision for income taxes | 1,154 | 42,102 | 174,795 |
(Loss) income before gain on equity-method investments | (175,239) | 141,923 | 502,505 |
Gain on equity-method investments | 3,734 | ||
Net (loss) income from consolidated operations | (175,239) | 141,923 | 506,239 |
Net loss attributable to noncontrolling interests | 7,414 | 1,480 | 1,125 |
Net (loss) income attributable to Fulgent | $ (167,825) | $ 143,403 | $ 507,364 |
Net (loss) income per common share attributable to Fulgent: | |||
Basic | $ (5.63) | $ 4.76 | $ 17.25 |
Diluted | $ (5.63) | $ 4.63 | $ 16.38 |
Weighted-average common shares: | |||
Basic | 29,784 | 30,097 | 29,408 |
Diluted | 29,784 | 30,964 | 30,976 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net (loss) income from consolidated operations | $ (175,239) | $ 141,923 | $ 506,239 |
Other comprehensive income (loss): | |||
Foreign currency translation (loss) gain | (1,200) | (2,665) | 456 |
Net gain (loss) on available-for-sale debt securities, net of tax | 24,717 | (19,940) | (1,548) |
Comprehensive (loss) income from consolidated operations | (151,722) | 119,318 | 505,147 |
Net loss attributable to noncontrolling interest | 7,414 | 1,480 | 1,125 |
Foreign currency translation (gain) loss attributable to noncontrolling interest | (1,409) | 2,461 | (105) |
Comprehensive loss attributable to noncontrolling interest | 6,005 | 3,941 | 1,020 |
Comprehensive (loss) income attributable to Fulgent | $ (145,717) | $ 123,259 | $ 506,167 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | November 2020 Equity Distribution Agreement | Stockholders' Equity | Stockholders' Equity November 2020 Equity Distribution Agreement | Additional Paid-In Capital | Additional Paid-In Capital November 2020 Equity Distribution Agreement | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit) Cumulative Effect, Period of Adoption, Adjustment | Fulgent Stockholders' Equity | Fulgent Stockholders' Equity Cumulative Effect, Period of Adoption, Adjustment | Fulgent Stockholders' Equity November 2020 Equity Distribution Agreement | Noncontrolling Interest |
Beginning Balance at Dec. 31, 2020 | $ 569,387 | $ (887) | $ 3 | $ 418,065 | $ 438 | $ 150,881 | $ (887) | $ 569,387 | $ (887) | |||||
Beginning Balance, Shares at Dec. 31, 2020 | 28,178,000 | |||||||||||||
Equity-based compensation | 15,882 | 15,882 | 15,882 | |||||||||||
Exercise of common stock options | 86 | 86 | 86 | |||||||||||
Exercise of common stock options, Shares | 76,000 | |||||||||||||
Restricted stock awards, Shares | 836,000 | |||||||||||||
Issuance of common stock | $ 72,030 | $ 72,030 | $ 72,030 | |||||||||||
Issuance of common stock, Shares | 1,111,000 | |||||||||||||
Common stock withholding for employee tax obligations | (4,155) | (4,155) | (4,155) | |||||||||||
Common stock withholding for employee tax obligations, Shares | (41,000) | |||||||||||||
Cumulative tax effect of accounting change | 239 | 239 | 239 | |||||||||||
Noncontrolling interest assumed related to acquisitions | 8,151 | $ 8,151 | ||||||||||||
Other comprehensive income (loss), net | (1,092) | (1,197) | (1,197) | 105 | ||||||||||
Net loss | 506,239 | 507,364 | 507,364 | (1,125) | ||||||||||
Ending Balance at Dec. 31, 2021 | 1,165,880 | $ 3 | 501,908 | (759) | 657,597 | 1,158,749 | 7,131 | |||||||
Ending Balance, Shares at Dec. 31, 2021 | 30,160,000 | |||||||||||||
Equity-based compensation | 32,640 | 32,640 | 32,640 | |||||||||||
Exercise of common stock options | 31 | 31 | 31 | |||||||||||
Exercise of common stock options, Shares | 5,000 | |||||||||||||
Restricted stock awards, Shares | 699,000 | |||||||||||||
Common stock withholding for employee tax obligations | (1,768) | (1,768) | (1,768) | |||||||||||
Common stock withholding for employee tax obligations, Shares | (32,000) | |||||||||||||
Repurchase of common stock | $ (74,337) | (74,337) | (74,337) | |||||||||||
Repurchase of common stock, Shares | (1,800,000) | (1,810,000) | ||||||||||||
Common stock issued in a business combination | $ 28,111 | 28,111 | 28,111 | |||||||||||
Common stock issued in a business combination, Shares | 416,000 | |||||||||||||
Other comprehensive income (loss), net | (22,605) | (20,144) | (20,144) | (2,461) | ||||||||||
Net loss | 141,923 | 143,403 | 143,403 | (1,480) | ||||||||||
Ending Balance at Dec. 31, 2022 | $ 1,269,875 | $ 3 | 486,585 | (20,903) | 801,000 | 1,266,685 | 3,190 | |||||||
Ending Balance, Shares at Dec. 31, 2022 | 31,248,000 | 29,438,000 | ||||||||||||
Equity-based compensation | $ 42,922 | 42,922 | 42,922 | |||||||||||
Exercise of common stock options | 3 | 3 | 3 | |||||||||||
Exercise of common stock options, Shares | 9 | |||||||||||||
Restricted stock awards, Shares | 1,066 | |||||||||||||
Common stock withholding for employee tax obligations | (2,732) | (2,732) | (2,732) | |||||||||||
Common stock withholding for employee tax obligations, Shares | (93) | |||||||||||||
Repurchase of common stock | $ (25,060) | (25,060) | (25,060) | |||||||||||
Repurchase of common stock, Shares | (953,000) | (953) | ||||||||||||
Common stock issued in a business combination, Shares | 186 | |||||||||||||
Other comprehensive income (loss), net | $ 23,517 | 22,108 | 22,108 | 1,409 | ||||||||||
Net loss | (175,239) | (167,825) | (167,825) | (7,414) | ||||||||||
Ending Balance at Dec. 31, 2023 | $ 1,133,286 | $ 3 | $ 501,718 | $ 1,205 | $ 633,175 | $ 1,136,101 | $ (2,815) | |||||||
Ending Balance, Shares at Dec. 31, 2023 | 32,416,000 | 29,653,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock shares not issued and holdback as partial security for indemnification obligations | 185,503 | 371,006 | |
2021 Equity Distribution Agreement | |||
Selling price per share | $ 64.83 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flow from operating activities: | |||
Net (loss) income from consolidated operations | $ (175,239) | $ 141,923 | $ 506,239 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Goodwill impairment loss | 120,234 | ||
Equity-based compensation | 42,922 | 32,640 | 15,882 |
Depreciation and amortization | 26,143 | 32,662 | 11,004 |
Provision (gain) for credit losses | (880) | 32,596 | 8,931 |
Noncash lease expense | 6,412 | 4,913 | 1,154 |
Loss on disposal of fixed asset | 305 | 502 | 850 |
Amortization (Discount) of premium of marketable securities | (3,911) | 4,767 | 7,596 |
Deferred taxes | 11,466 | (8,280) | (8,188) |
Unrecognized tax benefits | (3,858) | 9,111 | 348 |
Net loss on marketable securities | 589 | 692 | 1,186 |
Gain in equity-method investments | (3,734) | ||
Other | (21) | (11) | (15) |
Changes in operating assets and liabilities: | |||
Trade accounts receivable | 2,388 | 68,638 | 42,300 |
Other current and long-term assets | (572) | (4,337) | 7,804 |
Accounts payable | (6,896) | (25,339) | (12,206) |
Accrued liabilities and other liabilities | 14,208 | (31,299) | 13,081 |
Income tax payable | (827) | (52,532) | |
Operating and finance lease liabilities | (6,287) | (4,831) | (1,123) |
Net cash provided by operating activities | 27,003 | 253,520 | 538,577 |
Cash flow from investing activities: | |||
Purchases of fixed assets | (22,207) | (18,775) | (23,812) |
Purchases of intangible assets | (32) | ||
Proceeds from sale of fixed assets | 775 | 412 | 63 |
Purchase of marketable securities | (491,914) | (417,982) | (710,490) |
Purchase of preferred stock of privately held company | (15,000) | ||
Contingent consideration payout related to a business acquisition | (10,000) | ||
Purchase of redeemable preferred stock | (20,000) | ||
Maturities of marketable securities | 508,558 | 232,534 | 83,842 |
Proceeds from sale of marketable securities | 44,085 | 140,176 | 185,749 |
Acquisition of businesses, net of cash acquired | (399) | (172,679) | (61,868) |
Net cash provided by (used in) investing activities | 38,898 | (261,314) | (546,548) |
Cash flow from financing activities: | |||
Repurchase of common stock | (25,060) | (74,337) | |
Common stock withholding for employee tax obligations | (2,732) | (1,768) | (4,155) |
Proceeds from public offerings of common stock, net of issuance costs | 89,475 | ||
Proceeds from noncontrolling interest | 10 | ||
Proceeds from exercise of stock options | 3 | 31 | 86 |
Principal paid for finance leases | (730) | (700) | (7) |
Repayment of notes payable | (4,266) | (367) | (4) |
Re-payment for the margin account | (15,000) | ||
Net cash (used in) provided by financing activities | (47,785) | (77,141) | 85,405 |
Effect of exchange rate changes on cash and cash equivalents | (149) | (453) | 34 |
Net increase (decrease) in cash and cash equivalents | 17,967 | (85,388) | 77,468 |
Cash and cash equivalents at beginning of period | 79,506 | 164,894 | 87,426 |
Cash and cash equivalents at end of period | 97,473 | 79,506 | 164,894 |
Supplemental disclosures of cash flow information: | |||
Income taxes paid | 3,261 | 56,193 | 237,069 |
Cash paid for interest | 960 | ||
Supplemental disclosures of non-cash investing and financing activities: | |||
Stock consideration in a business combination | 28,111 | ||
Maturities of marketable securities in other current assets | 19,120 | ||
Purchases of fixed assets in notes payable | 3,833 | ||
Purchases of fixed assets in accounts payable | 1,799 | 2,989 | 1,075 |
Finance lease right-of-use assets obtained in exchange for lease liabilities | 573 | 1,693 | |
Operating lease right-of-use assets reduced due to lease modification or termination | 142 | 66 | 399 |
Operating lease right-of-use assets obtained in exchange for lease liabilities | 2,661 | $ 52 | 1,797 |
Finance lease right-of-use assets reduced due to lease modification or termination | $ 696 | ||
Contingent consideration for business acquisition included in current liabilities | 10,000 | ||
Public offerings costs included in accounts payable | $ 5 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Note 1. Overview and Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. These financial statements include the assets, liabilities, revenues and expenses of all subsidiaries and entities in which the Company has a controlling financial interest or is deemed to be the primary beneficiary. In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company uses the equity method to account for its investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions are eliminated from the accompanying consolidated financial statements. Nature of the Business Fulgent Genetics, Inc., together with its subsidiaries and affiliated professional corporations, or PCs (collectively referred to as the Company, unless otherwise noted or the context otherwise requires), is a technology-based company with a well-established laboratory services business and a therapeutic development business. Its laboratory services business – to which the Company formerly referred as its clinical diagnostic business, includes technical laboratory services and professional interpretation of laboratory results by licensed physicians. Its therapeutic development business is focused on developing drug candidates for treating a broad range of cancers using a novel nanoencapsulation and targeted therapy platform designed to improve the therapeutic window and pharmacokinetic profile of new and existing cancer drugs. The Company aims to transform from a genomic diagnostic business into a fully integrated precision medicine company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. These estimates, judgments and assumptions are based on historical data and experience available at the date of the accompanying consolidated financial statements, as well as various other factors management believes to be reasonable under the circumstances. The Company’s estimates and assumptions may evolve as conditions change. Actual results could differ significantly from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, (ii) accounts receivable and allowances for credit losses, (iii) the useful lives of fixed assets and intangible assets, (iv) estimates of tax liabilities, (v) valuation of goodwill and indefinite-lived intangible assets at time of acquisition and on a recurring basis, and (vi) valuation of investments. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company. All intercompany transactions and balances have been eliminated in consolidation. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are stated at fair value. Marketable Securities All marketable debt securities, which consist of U.S. government and agency debt securities, U.S. treasury bills, corporate debt securities, municipal bonds, and Yankee debt securities issued by foreign governments or entities and denominated in U.S. dollars have been classified as “available-for-sale,” and are carried at fair value. Net unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income (loss) and reported as a separate component of stockholders’ equity until realized. Realized gains and losses on marketable debt securities are included in interest and other income, net, in the accompanying Consolidated Statements of Operations. The cost of any marketable debt securities sold is based on the specific-identification method. The amortized cost of marketable debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest on marketable debt securities is included in interest and other income, net. In accordance with the Company’s investment policy, management invests to diversify credit risk and only invests in securities with high credit quality, including U.S. government securities. The Company’s investments in marketable equity securities are measured at fair value with the related gains and losses, realized and unrealized, recognized in interest and other income, net, in the accompanying Consolidated Statements of Operations. The cost of any marketable equity securities sold is based on the specific-identification method. For available-for-sale debt securities, in an unrealized loss, the Company determines whether a credit loss exists. The credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions, and reasonable and supportable forecasts. The Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows to be collected is less than the amortized basis of the security, a credit loss exists, and an allowance for credit losses is recorded for the credit loss, limited by the amount of unrealized loss. Changes in the allowance are recorded in the period of changes as credit loss expense. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of interest and other income, net. Trade Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains an allowance for credit losses for expected uncollectible trade accounts receivable, which is recorded as an offset to trade accounts receivable, and changes in allowance for credit losses are classified as a general and administrative expense in the accompanying Consolidated Statements of Operations. The Company assesses collectability by reviewing trade accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when it identifies specific customers that have deterioration in credit quality such that they may no longer share similar risk characteristics with the other receivables. In determining the amount of the allowance for credit losses, the Company uses a loss rate model or probability-of-default and loss given default model. Following the loss rate method, expected credit losses are determined based on an estimated historical loss rate. The probability of default method allows the ability to define a point of default and measure credit losses for receivables that have reached the point of default for purposes of calculating the allowance for credit losses. Loss given default represents the likelihood that a receivable that has reached the point of default will not be collected in full. The Company updates its loss rate and factors annually to incorporate the most recent historical data and adjusts the quantitative portion of the reserve through its qualitative reserve overlay. The Company looks at qualitative factors such as general economic conditions in determining expected credit losses. A roll-forward of the activity in the Company’s allowance for credit losses is as follows: December 31, 2023 2022 2021 (in thousands) Allowance for credit losses at beginning of year $ 41,205 $ 11,217 $ 1,898 Impact of ASU 2016-13 adoption — — 887 Current period (gain) provision ( 880 ) 32,596 8,931 Write-downs ( 15,099 ) ( 2,608 ) ( 499 ) Allowance for credit losses at end of year $ 25,226 $ 41,205 $ 11,217 Redeemable Preferred Stock Investment The redeemable preferred stock investment of $ 20.4 million as of December 31, 2023 represents the fair value of redeemable preferred stock of a private company that the Company purchased in July 2021. The investment is classified as available-for-sale debt securities. The fair value of available-for-sale debt security is included in the Consolidated Statement of Balance Sheets. Unrealized gain of $ 8.1 million were excluded from earnings and reported in other comprehensive income (loss) for the year ended December 31, 2023. Unrealized losses of $ 9.6 million are excluded from earnings and reported in other comprehensive income (loss) for the year ended December 31, 2022. Since the Company intends on holding the preferred stock, and the preferred stock is not redeemable until July 2027 , the investment is recorded as a long-term investment. Business Combinations The Company uses the acquisition method of accounting and allocates the fair value of purchase consideration to the assets acquired and liabilities assumed from an acquiree based on their respective fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, expected cost and time to develop in-process research and development, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation and amortization. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the shorter of their expected lives or the applicable lease term, including renewal options, if available. Major replacements and improvements are capitalized, while general repairs and maintenance are expensed as incurred. See Note 5, Fixed Assets , for useful lives for each major class of fixed assets. Finite-Lived Intangible assets Intangible assets, unless determined to be indefinite-lived, are amortized over their estimated useful lives. The Company amortizes intangible assets on a straight-line basis with definite lives generally over periods ranging from three to fourteen years . See Note 17, Goodwill and Intangible Assets , for details of intangible assets. Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset and its eventual disposition is less than the carrying amount of the asset. Goodwill and Indefinite-lived Intangibles In-process research & development costs, or IPR&D, are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company assesses goodwill and indefinite-lived intangibles for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may choose to bypass a qualitative assessment of impairment for any reporting unit and proceed directly to performing a quantitative assessment. An impairment loss would be recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company’s quantitative assessment includes estimating the fair value of each reporting unit and comparing it to its carrying value. The Company estimates the fair value of reporting units using both income-based and market-based valuation methods and typically engages a third-party appraisal firm to assist with the valuation. The estimated fair value for each reporting unit is determined based upon the range of estimated values developed from the income and market-based methods. If the estimated fair value of a reporting unit exceeds its carrying value, the goodwill is not impaired, and no further review is required. The income-based fair value methodology is based on a reporting unit’s forecasted future cash flows that are discounted to the present value using the reporting unit’s weighted average cost of capital, or WACC. Under the income-based approach, it requires management's assumptions and judgments regarding economic conditions in the markets in which the company operates and conditions in the capital markets, many of which are outside of management's control. The market-based fair value methodology looks at the guideline public company valuation method to determine the prices of comparable public companies and looks at merger and acquisition methods, similar businesses that were sold recently, to estimate the value of the reporting units. Under the market-based approach, judgment is required in evaluating market multiples and recent transactions. The Company performed an annual goodwill and intangible asset impairment test on December 31, 2023, and elected to bypass the optional qualitative test and perform the quantitative assessments for both the laboratory services and therapeutic development reporting units, which includes an indefinite-lived intangible asset. Reagents and Supplies The Company maintains reagents and other consumables primarily used in testing which are valued at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The reagents and other consumables were included in other current assets in the accompanying Consolidated Balance Sheets. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, trade accounts receivable, redeemable preferred stock investment, accounts payable, accrued liabilities, investment margin loan, and contingent consideration. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, investment margin loan, and contingent consideration approximate fair value due to their short maturities. Fair value of marketable securities and redeemable preferred stock investment is disclosed in Note 4, Fair Value Measurement s, to the accompanying consolidated financial statements. Concentrations of Credit Risk, Customers and Suppliers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable, and marketable securities, which consist of debt securities and equity securities. As of December 31, 2023, substantially all of the Company’s cash and cash equivalents were deposited in accounts at financial institutions, and amounts may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which its cash and cash equivalents are held. In certain periods, a small number of customers has accounted for a significant portion of the Company’s revenue. For the laboratory services segment, aggregating customers under common control, one customer comprised of $ 35.7 million or 12 % of total revenue in the years ended December 31, 2023, and a different customer comprised of $ 115.6 million or 19 % and $ 260.2 million or 26 % of total revenue in the year ended December 31, 2022 and 2021, respectively. One customer comprised 13 % of total accounts receivable, net, as of December 31, 2023, and a different customer comprised 17 % of total accounts receivable, net, as of December 31, 2022. For the therapeutic development segment, the Company doesn't have customers or revenue as it does not have any commercialized or approved product candidates. The Company’s therapeutic development business relies on ANP Technologies, Inc. for certain laboratory services, equipment, tools, and drug intermediates in connection with research and development efforts. The Company also relies on a limited number of suppliers for certain laboratory substances used in the chemical reactions incorporated into its processes, referred to as reagents, as well as for the sequencers and various other equipment and materials it uses in its laboratory operations. In particular, the Company relies on a sole supplier for the next generation sequencers and associated reagents it uses to perform its genetic tests and as the sole provider of maintenance and repair services for these sequencers. The Company’s laboratory operations would be interrupted if it encountered delays or difficulties securing these reagents, sequencers, other equipment or materials or maintenance and repair services, which could occur for a variety of reasons, including if the Company needs a replacement or temporary substitute for any of its limited or sole suppliers and is not able to locate and make arrangements with an acceptable replacement or temporary substitute. The Company's development efforts could also be delayed or interrupted if is unable to procure items needed for its therapeutic development activities. The Company believes there are currently only a few other manufacturers that are capable of supplying and servicing some of the equipment and other materials necessary for its laboratory operations, including collection kits, sequencers and various associated reagents. Equity Method Investments The Company uses the equity method to account for investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. Judgments regarding the level of influence over each equity method investment include consideration of key factors such as the Company’s ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. The Company recognizes its share of the earnings or losses of an investee in net earnings or loss in the periods for which they are reported by the investee. The Company evaluates any equity method investments for impairment whenever events or changes in circumstances would indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation would include, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investments were determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. The Company’s 25 % interest in Boston Molecules was originally accounted for using the equity method, and the Company discontinued applying the equity method since the investment was reduced to zero in 2020 due to the full impairment loss recorded. The Company did not record any additional losses. Leases The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating and finance lease right-of-use assets, or ROU assets, short-term lease liabilities, and long-term lease liabilities are included in other long-term assets, accrued liabilities, and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses its incremental borrowing rate based on the information available at the commencement date, including inquiries with its bank, in determining the present value of lease payments when its leases do not provide an implicit or explicit rate. Lease ROU assets consist of initial measurement of lease liabilities, any lease payments made to lessor on or before the lease commencement date, minus any lease incentive received, and any initial direct costs incurred by the Company. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance lease, ROU assets are amortized on a straight-line basis from the commencement date to the earlier of the end of useful life of the ROU assets or the end of the lease term. Amortization of ROU assets and interest on the lease liability for finance leases are included as charges to the accompanying Consolidated Statements of Operations. Lease ROU assets and liabilities arising from business combinations are recognized and measured at the acquisition dates as if an acquired lease were a new lease at the date of acquisition using the Company’s incremental borrowing rate unless the discount rate is implicit in the lease. The Company elects to not to recognize assets or liabilities as of the acquisition dates for leases that, on the acquisition dates, have a remaining lease term of 12 months or less. The Company also retains the acquirees’ classification of the leases if there are no modifications as part of the business combinations. The Company leases out space in buildings it owns to third-party tenants or subtenants under noncancelable operating leases. The Company recognizes lease payments as income over the lease terms on a straight-line basis and recognizes variable lease payments as income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. The net rental income is included in the interest and other income, net, in the accompanying Consolidated Statements of Operations. Software for Internal Use The Company capitalizes certain costs incurred to purchase computer software for internal use. These costs include purchased software packages for Company use. Capitalized computer software costs are amortized over the estimated useful life of the computer software, which is generally one to five years . Internally developed software costs are capitalized after management has committed to funding the project, it is probable that the project will be completed and the software will be used for its intended function. Costs that do not meet that criteria and costs incurred on projects in the preliminary and post-implementation phases are expensed as incurred. Reportable Segment and Geographic Information Reporting segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company reports its business in two segments, a laboratory services business and a therapeutic development business. For further financial information about these segments, including information for each of the last three fiscal years regarding revenue, operating income (loss), and other important information, see Note 7, Reportable Segment and Geographic Information . Revenue Recognition The Company generates revenue from sales of its testing services. The Company currently receives payments from primarily three different customer types: insurance payors, institutional customers, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients who pay directly. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised goods or services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. The Company’s test results are primarily delivered electronically. The Company bills certain customers for shipping and handling fees incurred by the Company, and shipping and handling fees billed to customers are included in revenue, and such shipping and handling fees incurred are included in cost of revenue in the accompanying Consolidated Statements of Operations. Performance Obligations Institutional and Patient Direct Pay The Company’s institutional contracts for its testing services typically have a single performance obligation to deliver testing services to the ordering facility or patient. Some arrangements involve the delivery of testing services to research institutions, which the Company refers to as “sequencing as a service.” In arrangements with institutions, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients who pay directly, the transaction price is stated within the contract and is therefore fixed consideration. For most of the Company’s testing, the Company identified the institutions, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients as the customer in Step 1 and have determined a contract exists with those customers in Step 1. As these contracts typically have a single performance obligation, no allocation of the transaction price is required in Step 4. Control over testing services is transferred to the Company’s ordering facility at a point in time. Specifically, the Company determined the customer obtains control of the promised service upon delivery of test results. Insurance The Company’s insurance contracts for testing services typically have a single performance obligation to deliver testing services to the ordering facility or patient. For most of the Company’s insurance revenue, the Company identified the patient as the customer in Step 1 and determined a contract exists with the patient in Step 1. In arrangements with insurance patients, the transaction price is typically stated within the contract, however, the Company may accept payments from third-party payors that are less than the contractually stated price, therefore estimation of the transaction price is considered variable consideration. In developing the estimate of variable consideration, the Company utilizes the expected value method under a portfolio approach. As these contracts typically have a single performance obligation, no allocation of the transaction price is required in Step 4. Control over testing services is transferred to the Company’s ordering parties at a point in time. Specifically, the Company determined the customer obtains control of the promised service upon delivery of the test results. Certain incremental costs pertaining to both insurance and institutional, such as commissions, are incurred in obtaining contracts. Contract costs are capitalized if the Company expects to recover them, and amortization of contract costs is classified in the general and administrative expense in the Consolidated Statements of Operations. Historically contract costs have not been significant to the financial statements. Significant Judgments and Contract Estimates Accounting for insurance contracts includes estimation of the transaction price, defined as the amount the Company expects to be entitled to receive in exchange for providing the services under the contract. Due to the Company’s out-of-network status with the majority of insurance payors for COVID-19 tests, estimation of the transaction price represents variable consideration. In the absence of Medicare coverage, contractually established reimbursement rates or other coverage, we have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions measured at the expected value using the “most likely amount” method under ASC 606. The amounts are determined by the historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded form the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. The Company re-assesses its estimated transaction price at the end of each reporting period, including an assessment of whether the estimate variable consideration is constrained to the extent that is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The Company records any necessary adjustments in the current period’s revenue. $ 23.0 million variable consideration was recognized as additional revenue in the year ended December 31, 2023 that related to collections for COVID-19 tests completed in the prior period. Contract Liabilities Contract liabilities are recorded when the Company receives payment or bills prior to completing its obligation to transfer goods or services to a customer, and the Company subsequently recognizes contract liabilities as revenue in the period in which the applicable revenue recognition criteria, as described above, are met. Customer Deposit Customer deposit in the accompanying Consolidated Balance Sheets consists of payments received from customers in excess of their outstanding trade accounts receivable balances. These deposits will be offset against future testing receivables or refunded to the customers. Overhead Expenses The Company allocates overhead expenses, such as facility, rent, and utilities, to cost of revenue and operating expense categories based on headcount or square footage. As a result, an overhead expense allocation is reflected in cost of revenue and each operating expense category. Cost of Revenue Cost of revenue reflects the aggregate costs incurred in delivering test results and consists of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; costs of laboratory supplies; depreciation of laboratory equipment; amortization of leasehold and building improvements and allocated overhead. Costs associated with performing tests are recorded as tests are processed. Research and Development Expenses Research and development expenses represent costs incurred to develop the Company’s technology and future tests. These costs consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; laboratory supplies; consulting costs and allocated overhead. The Company expenses all research and development costs in the periods in which they are incurred. Selling and Marketing Expenses Selling and marketing expenses consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; customer service expenses; direct marketing expenses; educational and promotional expenses; market research and analysis and allocated overhead. The Company expenses all selling and marketing costs as incurred. General and Administrative Expenses General and administrative expenses include executive, finance and accounting, legal and human resources functions. These expenses consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; audit and legal expenses; consulting costs and allocated overhead. The Company expenses all general and administrative expenses as incurred. Restructuring Costs Restructuring costs represent one-time employee termination benefits provided to employees associated with a newly acquired entity that were involuntarily terminated. A plan of termination was approved and authorized by management in the second q |
Equity and Debt Securities
Equity and Debt Securities | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity and Debt Securities | Note 3. Equity and Debt Securities The Company’s equity and debt securities consisted of the following: December 31, 2023 Amortized Unrealized Unrealized Aggregate (in thousands) Equity securities: Long-term Preferred stock of privately held company $ 15,000 $ — $ — $ 15,000 Total equity securities 15,000 — — 15,000 Available-for-sale debt securities Short-term U.S. government debt securities 119,739 8 ( 1,765 ) 117,982 U.S. agency debt securities 72,310 — ( 1,414 ) 70,896 U.S. treasury bills 69,214 36 — 69,250 Corporate debt securities 63,810 — ( 792 ) 63,018 Money market accounts 38,291 — — 38,291 Municipal bonds 5,557 1 ( 23 ) 5,535 Less: Cash equivalents ( 38,291 ) — — ( 38,291 ) Total debt securities due within 1 year 330,630 45 ( 3,994 ) 326,681 After 1 year through 5 years U.S. government debt securities 247,104 1,262 ( 578 ) 247,788 U.S. agency debt securities 156,150 161 ( 490 ) 155,821 Corporate debt securities 12,885 — ( 765 ) 12,120 Municipal bonds 6,337 2 ( 48 ) 6,291 Yankee debt securities 752 — ( 60 ) 692 Redeemable preferred stock investment 20,000 438 — 20,438 Total debt securities due after 1 year through 5 years 443,228 1,863 ( 1,941 ) 443,150 After 5 years through 10 years Municipal bonds 868 1 ( 10 ) 859 Total debt securities due after 5 years through 10 years 868 1 ( 10 ) 859 Total available-for-sale debt securities 774,726 1,909 ( 5,945 ) 770,690 Total equity and debt securities $ 789,726 $ 1,909 $ ( 5,945 ) $ 785,690 December 31, 2022 Amortized Unrealized Unrealized Aggregate (in thousands) Equity securities: Long-term Preferred stock of privately held company $ 15,000 $ — $ — $ 15,000 Total equity securities 15,000 — — 15,000 Available-for-sale debt securities Short-term U.S. government debt securities 189,333 — ( 3,373 ) 185,960 Corporate debt securities 120,480 — ( 2,222 ) 118,258 U.S. treasury bills 69,991 — ( 193 ) 69,798 U.S. agency debt securities 68,411 — ( 342 ) 68,069 Money market accounts 27,455 — — 27,455 Municipal bonds 7,371 — ( 80 ) 7,291 Yankee debt securities 2,347 — ( 5 ) 2,342 Less: Cash equivalents ( 32,444 ) — — ( 32,444 ) Total debt securities due within 1 year 452,944 — ( 6,215 ) 446,729 After 1 year through 5 years U.S. government debt securities 152,435 2 ( 6,349 ) 146,088 U.S. agency debt securities 92,054 — ( 3,435 ) 88,619 Corporate debt securities 80,647 — ( 4,756 ) 75,891 Municipal bonds 12,065 — ( 217 ) 11,848 Yankee debt securities 753 — ( 85 ) 668 Redeemable preferred stock investment 20,000 — ( 7,615 ) 12,385 Total debt securities due after 1 year through 5 years 357,954 2 ( 22,457 ) 335,499 After 5 years through 10 years Municipal bonds 3,617 — ( 83 ) 3,534 Total debt securities due after 5 years through 10 years 3,617 — ( 83 ) 3,534 Total available-for-sale debt securities 814,515 2 ( 28,755 ) 785,762 Total equity and debt securities $ 829,515 $ 2 $ ( 28,755 ) $ 800,762 Gross unrealized losses on the Company’s equity and debt securities were $ 5.9 million and $ 28.8 million as of December 31, 2023 and 2022, respectively. The Company did not recognize any credit losses for its available-for-sale debt securities in 2023 and 2022. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The authoritative guidance on fair value measurements establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels: Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. Level 2: Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs are unobservable for the asset or liability. The following tables present information about the Company’s financial assets measured at fair value on a recurring basis, based on the three-tier fair value hierarchy: December 31, 2023 Total Level 1 Level 2 Level 3 (in thousands) Equity securities, debt securities and cash equivalents: U.S. government debt securities $ 365,770 $ — $ 365,770 $ — U.S. agency debt securities 226,717 — 226,717 — Corporate debt securities 75,138 — 75,138 — U.S. treasury bills 69,250 69,250 — — Money market accounts 38,291 38,291 — — Redeemable preferred stock investment 20,438 — — 20,438 Preferred stock of privately held company 15,000 — — 15,000 Municipal bonds 12,685 — 12,685 — Yankee debt securities 692 — 692 — Total equity securities, debt securities and cash equivalents $ 823,981 $ 107,541 $ 681,002 $ 35,438 December 31, 2022 Total Level 1 Level 2 Level 3 (in thousands) Equity securities, debt securities and cash equivalents: U.S. government debt securities $ 332,048 $ — $ 332,048 $ — Corporate debt securities 194,149 — 194,149 — U.S. agency debt securities 156,688 — 156,688 — U.S. treasury bills 69,798 69,798 — — Money market accounts 27,455 27,455 — — Municipal bonds 22,673 — 22,673 — Preferred stock of privately held company 15,000 — — 15,000 Redeemable preferred stock investment 12,385 — — 12,385 Yankee debt securities 3,010 — 3,010 — Total equity securities, debt securities and cash equivalents $ 833,206 $ 97,253 $ 708,568 $ 27,385 The Company’s Level 1 assets include U.S. treasury bills and money market instruments and are valued based upon observable market prices. Level 2 assets consist of U.S. government and U.S. agency debt securities, municipal bonds, corporate debt securities and Yankee debt securities. Level 2 securities are valued based upon observable inputs that include reported trades, broker/dealer quotes, bids and offers. As of December 31, 2023 and 2022, the Company had preferred stock of a privately held company, which was included in other long-term assets in the accompanying Consolidated Balance Sheets, and redeemable preferred stock of a private company that were measured using unobservable (Level 3) inputs. The fair value of redeemable preferred stock as of December 31, 2023 and 2022 was based on valuation performed by a third-party valuation company utilizing the guideline public company method under market approach and the discounted cash flow method under income approach. For the value of the investment in private equity securities, the Company elected to measure it at cost minus impairment, as the preferred stock of the privately held company did not have a readily determinable fair value, and no impairment loss was recorded as of December 31, 2023. There were no transfers between fair value measurement levels in 2023, 2022, and 2021. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5. Fixed Assets Major classes of fixed assets consisted of the following: December 31, Useful Lives 2023 2022 (in thousands) Medical lab equipment 5 months to 10 Years $ 56,025 $ 53,503 Leasehold improvements Shorter of lease term or estimated useful life 11,222 11,804 Building 39 Years 9,781 6,731 Computer software 1 to 5 Years 7,982 6,982 Building improvements 6 months to 39 Years 7,748 5,865 Computer hardware 1 to 5 Years 6,805 6,979 Aircraft 7 Years 6,400 6,400 Furniture and fixtures 1 to 5 Years 3,860 4,248 Land improvements 5 to 15 Years 904 904 Automobile 2 to 5 Years 445 797 General equipment 3 to 5 Years 115 44 Land 8,800 7,500 Assets not yet placed in service 15,010 12,877 Total 135,097 124,634 Less: Accumulated depreciation ( 51,633 ) ( 43,281 ) Fixed assets, net $ 83,464 $ 81,353 Depreciation expense on fixed assets totaled $ 17.5 million , $ 25.5 million and $ 9.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Other Significant Balance Sheet
Other Significant Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Significant Balance Sheet Accounts | Note 6. Other Significant Balance Sheet Accounts Other current assets consisted of the following: December 31, 2023 2022 (in thousands) Prepaid income taxes $ 12,675 $ 15,434 Prepaid expenses 7,744 6,814 Reagents and supplies 5,827 4,280 Marketable securities interest receivable 4,994 2,525 Other receivable 1,319 19,836 Total $ 32,559 $ 48,889 Other receivables as of December 31, 2022 included $ 19.1 million of maturities of marketable securities that did not settle until after period-end. Accrued liabilities consisted of the following: December 31, 2023 2022 (in thousands) Accrued legal liabilities $ 7,026 $ 1,276 Accrued bonus and commission 6,255 5,558 Payroll liabilities 5,741 6,667 Other accrued liabilities 4,215 2,134 Operating lease liabilities - short term 3,957 6,132 Vacation accrual 3,543 3,214 Total $ 30,737 $ 24,981 Accrued legal liabilities included $ 6.9 million in connection with the Company’s voluntary disclosure process as described in Note 8, Debt, Commitments and Contingencies . Other accrued liabilities included short term fina nce lease liabilities, health insurance liabilities, and third-party billing services. Other long-term liabilities consisted of the following: December 31, 2023 2022 (in thousands) Operating lease liabilities, long term $ 7,147 $ 8,795 Other long-term liabilities 4,973 6,068 Notes payable, long term 2,964 3,372 Total $ 15,084 $ 18,235 Other long-term liabilities included long term finance lease liabilities and long-term liabilities assumed from a business combination in 2022. |
Reportable Segment and Geograph
Reportable Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Reportable Segment and Geographic Information | Note 7. Reportable Segment and Geographic Information In the 2022 financial statements, the Company viewed and managed its operations in one reportable segment. Given the advancement of the therapeutic development business, the Company made certain changes, including the bifurcation of financial information for the Company’s budget and forecast planning process in December 2023. The chief operating decision maker, or CODM, manages the operations of the Company and reviews discrete financial information to make resource decisions for its two operating segments separately. These are laboratory services and therapeutic development. The laboratory services operating segment offers technical laboratory services and professional interpretation of laboratory results by licensed physicians who specialize in pathology and oncology. The therapeutic development operating segment is a pharmaceutical research and development entity that the Company acquired in November 2022. These operating segments do not meet the aggregation criteria and therefore represent the Company’s reportable segments. There is no inter-segment allocation of interest expense and income taxes. There is no inter-segment revenue and operating income or loss. Information regarding the Company’s operations and assets for its reporting segments as well as geographic information are as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue from services: Laboratory services: Precision diagnostics $ 131,990 $ 93,685 $ 82,565 Anatomic pathology 104,655 74,799 — COVID-19 27,152 437,507 899,699 BioPharma services 25,416 12,977 10,320 Total laboratory services 289,213 618,968 992,584 Therapeutic development — — — Total $ 289,213 $ 618,968 $ 992,584 Year Ended December 31, 2023 2022 2021 (in thousands) Operating (loss) income: Laboratory services $ ( 180,585 ) $ 179,343 $ 675,953 Therapeutic development ( 14,944 ) ( 816 ) — Total $ ( 195,529 ) $ 178,527 $ 675,953 Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation and amortization: Laboratory services $ 25,453 $ 32,557 $ 11,004 Therapeutic development 690 105 — Total $ 26,143 $ 32,662 $ 11,004 December 31, 2023 2022 (in thousands) Assets: Laboratory services $ 1,146,192 $ 1,292,821 Therapeutic development 89,136 93,232 Total $ 1,235,328 $ 1,386,053 Geographic distribution of revenue: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue: United States $ 268,977 $ 603,148 $ 978,978 Foreign 20,236 15,820 13,606 Total $ 289,213 $ 618,968 $ 992,584 Geographic distribution of property, plant and equipment, net: December 31, 2023 2022 (in thousands) Fixed assets: Unites States $ 77,938 $ 72,617 Foreign 5,526 8,736 Total $ 83,464 $ 81,353 |
Debt, Commitments and Contingen
Debt, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Debt Commitments And Contingencies Disclosure [Abstract] | |
Debt, Commitments and Contingencies | Note 8. Debt, Commitments and Contingencies Debt Notes payable as of December 31, 2023, consisted of $ 3.4 million of notes payable related to an installment sale contract the Company entered in February 2022 for a building and $ 775,000 of notes payable to Xilong Scientific Co., or Xilong Scientific, by Fujian Fujun Gene Biotech Co., Ltd., or FF Gene Biotech. The notes payable related to the installment sale are due in February 2030, and the interest rate is 1.08 %. The current portion and noncurrent portion are $ 408,000 and $ 3.0 million , respectively, and the noncurrent portion is included in the other long-term liabilities in the accompanying Consolidated Balance Sheets. The notes payable to Xilong Scientific is due on March 31, 2024, and the interest rate on the loan is 4.97 %. The related interest expenses in 2023, 2022 and 2021 were $ 37,000 , $ 304,000 , and $ 177,000 , respectively. The Company did no t have the installment sale contract in 2021. Operating and Finance Leases See Note 9, Leases , for further information. Purchase Obligations The Company entered certain purchase commitments with its vendors, which primarily consist of services, reagent and supplies, computer software, and medical lab equipment. As of December 31, 2023, the Company had purchase obligations of $ 51.9 million , of which $ 29.7 million is payable within twelve months, and the remainder, $ 22.2 million , is payable within the next five years. Contingencies From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business. Management does not believe that the outcome of any of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. The Company has received a Civil Investigative Demand, or CID, issued by the U.S. Department of Justice pursuant to the False Claims Act related to its investigation of allegations of medically unnecessary laboratory testing, improper billing for laboratory testing, and remuneration received or provided in violation of the Anti-Kickback Statute and the Stark Law. Among other things, this CID requests information and records relating to certain of the Company’s customers named in the CID, which represent a small portion of the Company’s revenues. As disclosed in the Company’s prior filings, the U.S. Securities and Exchange Commission, or the SEC is also conducting a non-public formal investigation, which appears to relate to the matters raised in the CID requests and our Exchange Act reports filed for 2018 through 2020. The Company is fully cooperating with the U.S. Department of Justice and the SEC to promptly respond to the requests for information in this CID and investigation. The Company cannot predict when these matters will be resolved, the outcome of these matters, or their potential impact, which may ultimately be greater than what the Company currently expects. Similar to other laboratories in the industry, the Company is currently being audited by HRSA with respect to its reimbursement for COVID-19 tests furnished to patients believed to be uninsured. The Company recorded approximately $ 548.9 million of reimbursements from HRSA under the Uninsured Program during the years ending December 31, 2022, 2021, and 2020. The Company is fully cooperating and working with HRSA’s auditors to resolve any issues, including any reimbursed amounts that may need to be returned to HRSA. There is uncertainty with respect to the methodology HRSA will use and whether and how they will extrapolate audit results. The results of the HRSA audit may materially and adversely affect the Company’s business, prospects, and financial condition. The Company cannot reasonably estimate the loss or range of loss, if any, that may result from any material government investigations, audits and reviews in which it is currently involved given the inherent difficulty in predicting regulatory action, fines and penalties, if any, and the various remedies and levels of judicial review available to the Company in the event of an adverse finding. As a result, the Company has not recorded any liability related to these matters. In relation to a recent advisory opinion issued by the Office of Inspector General of the Department of Health and Human Services (the “OIG”), the Company’s subsidiary, Symphony Buyer, Inc., or Inform Diagnostics, initiated a voluntary disclosure process with the appropriate government contact. The Company currently has estimated and recorded $ 6.9 million as a liability in its financial statements in connection with this voluntary disclosure. This estimate may be incorrect, and the actual amount of liability may be lower or may materially exceed this estimate. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Note 9. Leases Lessee The Company is party as a lessee to various non-cancelable operating leases with varying terms through April 2033 primarily for laboratory and office space and equipment. The Company has options to renew some of these leases after their expirations. On a lease-by-lease basis, the Company considers such options, which may be elected at the Company’s sole discretion, in determining the lease term. The Company also has various finance leases for lab equipment with varying terms through December 2026 , of which, some were acquired in business combinations. The Company does not have any leases with variable lease payments. The Company’s operating lease agreements do not contain any residual value guarantees, material restrictive covenants, bargain purchase options or asset retirement obligations. The Company’s headquarters are located in El Monte, California, which is comprised of various corporate offices and two laboratories certified under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, accredited by the College of American Pathologists, or CAP, and licensed by the State of California Department of Public Health. Other CLIA-certified laboratories are located in Irving, Texas; Needham, Massachusetts; Phoenix, Arizona; Alpharetta, Georgia; and New York, New York. The operating and finance lease right-of-use asset, short-term lease liabilities, and long-term lease liabilities as of December 31, 2023, and 2022 were as follows: December 31, 2023 2022 (in thousands) Operating lease ROU asset, net $ 10,838 $ 14,784 Operating lease liabilities, short term $ 3,957 $ 6,132 Operating lease liabilities, long term $ 7,147 $ 8,795 Finance lease ROU asset, net $ 1,316 $ 2,784 Finance lease liabilities, short term $ 544 $ 943 Finance lease liabilities, long term $ 760 $ 1,818 The following was operating and finance lease expense: Year Ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 6,875 $ 5,429 $ 1,262 Finance lease cost: Amortization of ROU assets 758 683 7 Interest on lease liabilities 80 95 1 Short-term lease cost 1,758 1,528 296 Total lease cost $ 9,471 $ 7,735 $ 1,566 Supplemental information related to leases was the following: December 31, 2023 Weighted average remaining lease term - operating leases 4.37 years Weighted average discount rate - operating leases 4.02 % Weighted average remaining lease term -finance leases 2.66 years Weighted average discount rate - finance leases 3.74 % The following is a maturity analysis of operating and finance lease liabilities using undiscounted cash flows on an annual basis with renewal periods included: Operating Leases Financing Leases (in thousands) Year Ending December 31, 2024 $ 4,309 $ 532 2025 2,358 470 2026 1,782 366 2027 1,693 — 2028 550 — Thereafter 1,550 — Total lease payments 12,242 1,368 Less imputed interest ( 1,138 ) ( 64 ) Total $ 11,104 $ 1,304 Lessor The Company leases out space in buildings it owns to third-party tenants under noncancelable operating leases. As of December 31, 2023, the remaining lease term is 1 year, including renewal options and may include rent escalation clauses. Lease income primarily represents fixed lease payments from tenants recognized on a straight-line basis over the application lease term. Variable lease income represents tenant payments for real estate taxes, insurance and maintenance. The lease income was included in interest and other income, net, in the accompanying Consolidated Statements of Operations. Total lease income was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Lease income $ 154 $ 269 $ 413 Variable lease income 10 12 7 Total lease income $ 164 $ 281 $ 420 Future fixed lease payments from tenants for all noncancelable operating leases as of December 31, 2023 are as follows: Lease Payments from Tenants (in thousands) Year Ending December 31, 2024 $ 90 Total $ 90 |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Note 10. Equity-Based Compensation The Company has included equity-based compensation expense as part of cost of revenue and operating expenses in the accompanying Consolidated Statements of Operations as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue $ 9,749 $ 8,704 $ 3,563 Research and development 14,873 10,449 6,326 Selling and marketing 4,964 4,373 2,513 General and administrative 13,336 9,114 3,480 Total $ 42,922 $ 32,640 $ 15,882 The actual tax (expense) benefit realized from tax deductions related to awards vested or exercised were ($ 2.7 ) million , $ 2.1 million, and $ 13.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Award Activity Option Awards The following table summarizes activity for options to acquire shares of the Company’s common stock in the years ended December 31, 2023, 2022 and 2021: Number Weighted- Weighted- Weighted- Aggregate Balance at December 31, 2020 287 $ 1.59 5.5 $ 14,484 Granted 5 $ 73.64 $ 56.34 Exercised ( 76 ) $ 1.13 $ 8.40 Canceled — $ — $ — Balance at December 31, 2021 216 $ 3.42 4.6 $ 20,965 Granted 10 $ 59.54 $ 44.56 Exercised ( 5 ) $ 7.16 $ 7.41 Canceled ( 9 ) $ 43.30 $ 33.53 Balance at December 31, 2022 212 $ 4.21 3.7 $ 5,420 Granted 20 $ 33.14 $ 24.85 Exercised ( 9 ) $ 0.38 $ 10.76 Canceled — $ — $ — Balance at December 31, 2023 223 $ 6.96 3.3 $ 4,906 Exercisable as of December 31, 2023 196 $ 2.40 2.5 (1) Aggregate intrinsic value is calculated as the difference between (i) the exercise price of options and (ii) the market value of the Company’s common stock as of the applicable date. The total fair value of options that vested during the years ended December 31, 2023, 2022 and 2021 was $ 172,000 , $ 126,000 and $ 76,000 , respectively. As of December 31, 2023, the remaining unrecognized compensation expense related to all outstanding option awards was $ 695,000 and is expected to be recognized over a weighted-average period of 2.9 years. RSU Awards RSUs are awards that entitle the holder to receive shares of the Company’s common stock upon satisfaction of vesting conditions. Each RSU represents the contingent right to receive one share of the Company’s common stock upon vesting and settlement. The following table summarizes activity for RSUs relating to shares of the Company’s common stock in the years ended December 31, 2023, 2022, and 2021: Number of Weighted-Average Balance at December 31, 2020 2,085 $ 17.93 Granted 477 $ 95.33 Vested and settled ( 836 ) $ 15.43 Forfeited ( 107 ) $ 37.83 Balance at December 31, 2021 1,619 $ 40.74 Granted 1,895 $ 49.98 Vested and settled ( 699 ) $ 34.01 Forfeited ( 184 ) $ 61.11 Balance at December 31, 2022 2,631 $ 47.76 Granted 853 $ 34.38 Vested and settled ( 1,066 ) $ 43.84 Forfeited ( 208 ) $ 54.72 Balance at December 31, 2023 2,210 $ 43.84 The RSU awards granted in the years ended December 31, 2023, 2022 and 2021 will result in aggregate equity-based compensation expense of $ 29.3 million , $ 94.8 million and $ 45.5 million, respectively, to be recognized over the vesting periods from the grant date of each award granted in the period. As of December 31, 2023, the remaining unrecognized compensation expense related to all outstanding RSU awards was $ 86.8 million and is expected to be recognized over a weighted-average period of 2.5 years. Fair Value Assumptions for Option Awards The Company uses the Black-Scholes option-pricing model to measure the fair value of option awards. The Black-Scholes option-pricing model requires the input of various assumptions, each of which is subjective and requires significant judgment. These assumptions include the following: • Expected Term. The expected term represents the period that the Company’s equity-based awards are expected to be outstanding. The Company determines the expected term assumption based on the vesting terms, exercise terms and contractual terms of the options. • Risk-Free Interest Rate. The Company determines the risk-free interest rate by using the equivalent to the expected term based on the U.S. Treasury yield curve in effect as of the date of grant. • Dividend Yield. The assumed dividend yield is based on the Company’s expectation that it will not pay dividends in the foreseeable future, which is consistent with its history of not paying dividends. • Expected Volatility. The Company calculates expected volatility based on historical volatility data of its stock that is publicly traded. • Forfeiture Rate. The Company accounts for forfeitures as they occur. Awards to Employees The table below sets forth the weighted-average assumptions used in the Black-Scholes option-pricing model to estimate the fair value of options to acquire shares of the Company’s common stock granted to employees during the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 Expected term (in years) 6.1 6.1 6.1 Risk-free interest rates 3.8 % 2.6 % 1.1 % Dividend yield — — — Expected volatility 87.3 % 88.7 % 94.6 % Determination of Fair Value on Grant Dates The fair value of the shares of the Company’s common stock underlying option and RSU awards is determined by the Company’s board of directors or the compensation committee thereof based on the closing sales price of the Company’s common stock on the date of grant as reported by the Nasdaq Global Market. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Provision for income taxes consists of United States federal and state income taxes. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences, operating losses and tax credit carryforwards. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The following table summarizes income (loss) before income taxes and gain on equity-method investments: Year Ended December 31, 2023 2022 2021 (in thousands) U.S. (loss) income before income taxes and gain on equity-method investments $ ( 147,464 ) $ 189,406 $ 681,403 Foreign loss before income taxes and gain on equity-method investments ( 26,621 ) ( 5,381 ) ( 4,103 ) (Loss) income before income taxes and gain on equity-method investments $ ( 174,085 ) $ 184,025 $ 677,300 Income tax expense consisted of the following: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ ( 5,590 ) $ 31,140 $ 131,907 State ( 4,722 ) 19,242 51,076 Total Current ( 10,312 ) 50,382 182,983 Deferred: Federal ( 12,771 ) ( 3,763 ) ( 7,471 ) State 4,100 ( 4,517 ) ( 717 ) Foreign ( 188 ) 224 669 Change in valuation allowance 20,325 ( 224 ) ( 669 ) Total Deferred 11,466 ( 8,280 ) ( 8,188 ) Total income tax expense $ 1,154 $ 42,102 $ 174,795 Reconciliation of the difference between the federal statutory income tax rate and the effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Tax provision at federal statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.22 % 9.03 % 6.13 % Uncertain tax positions 0.18 % 0.92 % 0.05 % Stock based compensation - 1.65 % - 1.12 % - 1.96 % Nondeductible compensation - 162(m) - 0.55 % 0.00 % 0.00 % Goodwill impairment - 10.62 % 0.00 % 0.00 % Federal return to provision - 0.21 % - 3.92 % - 0.17 % State return to provision 3.41 % - 2.02 % - 0.14 % Other permanent differences - 1.15 % 1.33 % 1.09 % Research & development credit 3.19 % - 2.98 % - 0.33 % Foreign tax rate differential - 2.42 % 0.00 % 0.00 % Other 0.11 % 0.34 % 0.19 % Change in valuation allowance - 12.20 % 0.12 % - 0.10 % Effective tax rate - 0.69 % 22.70 % 25.76 % The following table summarizes the elements of the deferred tax assets (liabilities). Net deferred tax assets are included in other long-term assets in the Consolidated Balance Sheets. As of December 31, 2023 2022 (in thousands) Deferred tax assets Accrued vacation and other accrued expenses $ 807 $ 1,488 Provision for credit losses 818 10,255 Net operating losses 17,496 16,345 Stock based compensation 906 2,550 State income taxes 211 4,892 Excess tax basis in FF Gene Biotech net assets 2,256 2,032 Lease liability 2,345 4,086 Unrealized gain/loss on available-for-sale debt securities 406 7,664 Research and development credits 1,258 — Section 174 research & experimental expenditures 18,606 6,573 Equity loss in investment 503 503 Other 107 199 Gross deferred tax assets 45,719 56,587 Less: Valuation allowance ( 15,900 ) ( 2,832 ) Net deferred tax assets 29,819 53,755 Deferred tax liabilities Intangible assets 30,558 39,199 Depreciation 3,901 5,500 Right of use asset 2,299 4,056 Other 1,023 1,496 Total deferred tax liabilities 37,781 50,251 Net deferred tax assets $ ( 7,962 ) $ 3,504 As of December 31, 2023, the Company has $ 63.0 million estimated federal net operating loss, or NOL, carryforwards and estimated state NOL carryforwards of $ 63.0 million . The Company’s state NOLs are scheduled to begin expiring in 2024 . The Company also has foreign NOL carryforwards of $ 13.6 million which are scheduled to expire from 2024 through 2028 . ASC 740-10-30-5 requires that deferred income tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the deferred income tax assets will not be realized. The Company has evaluated the realizability of its deferred tax assets and has concluded that it is more likely than not that the Company may not realize the benefit of certain deferred tax assets and, accordingly, has established a full valuation allowance of $ 15.9 million on its deferred tax assets as of December 31, 2023. The Company maintained a valuation allowance of $ 2.8 million on certain deferred tax assets related to equity losses in joint ventures and foreign net operating loss carryforwards as of December 31, 2022. The increase in the valuation allowance of $ 13.1 million for the year ended December 31, 2023 was primarily due to the establishment of a full valuation allowance on the Company’s deferred tax assets. The Organization for Economic Cooperation and Development, or OECD, has enacted model rules for a new global minimum tax framework, or BEPS Pillar II. Various jurisdictions have enacted, or are in the process of enacting, legislation on these rules. We are closely monitoring developments and are currently evaluating the potential impact in each jurisdiction in which we operate Uncertain Tax Positions The Company is subject to income taxation by the U.S. government and certain states in which the Company’s activities give rise to an income tax filing requirement. The Company does not have any significant income tax filing requirements in any foreign jurisdiction. The Company’s tax returns are subject to statutes of limitations that vary by jurisdiction. As of December 31, 2023, the Company remains subject to income tax examinations in the United States, and various states for tax years 2019 through 2023; certain other states remain subject to examination for tax years 2018 through 2023 . However, due to the Company’s NOL carryforwards in various jurisdictions, tax authorities have the ability to adjust carryforwards related to closed years until the statute expires on the year(s) in which the NOL carryforwards are utilized. The Company is under examination by certain tax authorities for the 2020 and 2021 tax years. While the timing of the conclusion of the examination is uncertain, the Company believes that adequate amounts have been reserved for adjustments that may result. A reconciliation of the Company’s gross unrecognized tax benefits is as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Balance at beginning of year $ 9,742 $ 710 $ 377 Increases to prior year positions ( 3,845 ) 2,843 — Increases for current year positions ( 64 ) 6,189 333 Balance at end of year $ 5,833 $ 9,742 $ 710 As of December 31, 2023, the Company has $ 5.8 million of gross unrecognized tax benefits, of which, $ 2.3 million of unrecognized tax benefits would affect the effective tax rate if recognized. The Company has accrued $ 145,000 and $ 94,000 for interest at December 31, 2023 and 2022, respectively, and has recognized interest expense of $ 145,000 and $ 94,000 for the years ended December 31, 2023 and 2022, respectively. Although it is possible that the amount of unrecognized benefits with respect to our uncertain tax positions will increase or decrease in the next twelve months, the Company does not expect material changes. While the Company believes it has adequately provided for all tax positions, amounts asserted by taxing authorities could differ from the Company’s accrued positions. Accordingly, additional provisions on federal, state and foreign tax-related matters could be recorded in future periods as revised estimates are settled or otherwise resolved. |
Income (Loss) per Share
Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Income (Loss) per Share | Note 12. Income (Loss) per Share The following is a reconciliation of the basic and diluted income (loss) per share computations: Year Ended December 31, 2023 2022 2021 (in thousands, except per share data) Net (loss) income attributable to common shareholders $ ( 167,825 ) $ 143,403 $ 507,364 Weighted-average common shares - outstanding, basic 29,784 30,097 29,408 Weighted-average effect of dilutive securities: Stock options — 199 230 Restricted stock units — 613 1,338 Contingently issuable shares — 55 — Weighted-average common shares - outstanding, diluted 29,784 30,964 30,976 (Loss) earnings per share: Basic $ ( 5.63 ) $ 4.76 $ 17.25 Diluted $ ( 5.63 ) $ 4.63 $ 16.38 The following securities have been excluded from the calculation of diluted income per share because their effect would have been anti-dilutive: Year Ended December 31, 2023 2022 2021 (in thousands) Stock Options 224 10 5 Restricted Stock Units 2,210 728 182 Contingently Issuable Shares 186 — — The anti-dilutive shares described above were calculated using the treasury stock method. In the year ended December 31, 2023, the Company had outstanding stock options, restricted stock units, and contingently issuable shares for held back related shares to the business combination of Fulgent Pharma that were excluded from the weighted-average share calculation for continuing operations due to the Company’s net loss positions. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Plans | Note 13. Retirement Plans The Company offers a 401(k) retirement savings plan, or the 401 (k) Plan, for its employees, including its executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. The Company matches contributions to the 401(k) Plan based on the amount of salary deferral contributions the participant makes to the 401(k) Plan. The Company will match up to 3 % of an employee’s compensation that the employee contributes to his or her 401(k) Plan account. Total Company matching contributions to the 401(k) Plan were $ 3.2 million , $ 2.5 million and $ 697,000 in the years ended December 31, 2023, 2022 and 2021, respectively. |
Related Party
Related Party | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party | Note 14. Related Party Linda Marsh, who is a member of the Company’s board of directors, is currently the Senior Executive Vice President of AHMC Healthcare Inc., or AHMC. The Company performs genetic testing and other testing services, on an arms-length basis, for AHMC , and the Company recognized $ 125,000 , $ 1.5 million and $ 3.4 million in revenue in the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, $ 13,000 and $ 93,000 , respectively, was owed to the Company by AHMC , which is included in trade accounts receivable, net, in the accompanying Consolidated Balance Sheets, in connection with this relationship. Ming Hsieh, is the owner of PTJ Associates Inc., or PTJ. PTJ provides flight services to the Company on an arms-length basis. In the years ended December 31, 2023, 2022, and 2021 the Company incurred zero , $ 235,000 and $ 142,000 , respectively, in expenses for flights between California and Texas to transport employees and supplies. As of December 31, 2023 and 2022, no amount was owed to PTJ by the Company. Ming Hsieh is also on the board of directors and an approximately 20 % owner of ANP Technologies, Inc., or ANP, from which the Company purchased COVID-19 antigen rapid test kits and entered into certain drug-related licensing and development service agreements. The President and Chief Scientific Officer of Fulgent Pharma, Ray Yin, is the Founder, President, and Chief Technology Officer of ANP. The Company incurred $ 2.4 million and $ 1.2 million, in 2023 and 2022, respectively, related to the licensing and development services and purchase of equipment. No costs were incurred in the year ended December 31, 2021. As of December 31, 2023 and 2022, zero and $ 607,000 , respectively, were owed to ANP by the Company in connection with these relationships. The Company also entered into an employee service agreement with ANP in April 2023, $ 115,000 was recognized in 2023, and $ 29,000 was owed by ANP in connection with the employee service agreement as of December 31, 2023. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | Note 15. Business Combinations Inform Diagnostics On April 26, 2022, the Company completed the acquisition of 100 % of the outstanding equity of Inform Diagnostics, a leading national independent pathology laboratory based in Irving, Texas. Under the terms of the Agreement and Plan of Merger, dated April 16, 2022, or the Inform Merger Agreement, the total purchase price payable to the securityholders of Inform Diagnostics was approximately $ 170 million, as adjusted for closing cash, closing indebtedness, closing working capital, closing transaction expenses and other transaction matters. With the addition of Inform Diagnostics, the Company will further expand the Company’s genomic testing footprint and extend its test menu into breast pathology, gastrointestinal pathology, dermatopathology, urologic pathology, neuropathology, and hematopathology. The financial results of Inform Diagnostics are included in the consolidated financial statements from the date of acquisition. The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on estimated fair values. The following tables summarizes the consideration paid and the updated amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Amounts (in thousands) Consideration Cash, net of cash received $ 137,755 Recognized amounts of identifiable assets acquired and liabilities assumed Net working capital $ ( 15,024 ) Fixed assets 20,242 ROU assets - operating 12,653 ROU assets - finance 1,183 Deferred tax assets 3,410 Other long-term assets 4,711 Identifiable intangible assets 57,060 Operating lease liabilities ( 12,653 ) Finance lease liabilities ( 1,183 ) Income tax payable ( 40 ) Other long-term liabilities ( 4,449 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 65,910 Goodwill 71,845 Total $ 137,755 The goodwill of $ 71.8 million arising from the acquisition is attributed to the expected synergies, assembled workforce, other benefits that will be potentially generated from the combination and deferred tax. The goodwill recognized is not deductible for tax purposes. The identifiable intangible assets acquired consisted of $ 54.0 million customer relationships with an estimated amortization life of 14 years, $ 2.7 million trade name with an estimated amortization life of 7 years, and $ 360,000 in-place lease intangible asset to be amortized over the remaining lease term of 5 years. The fair value of the customer relationship was estimated using the Multiperiod Excess Earnings Method, or MPEEM, of the income approach. Under the MPEEM, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. The incremental after-tax cash flows attributable to the customer relationships are then discounted to their present value at a risk-adjusted rate of return. The fair value of the trade name was estimated using the relief from royalty, or RFR, method. The RFR method estimates the portion of the Company’s earnings attributable to an intangible asset based on the royalty rate the Company would have paid for the use of the asset if it did not own it. The fair value of in-place lease intangible asset was estimated using the discounted cash flow under the income approach. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic and other factors that may limit the useful life. The customer relationships and trade name are amortized on a straight-line basis over their estimated useful lives. Revenue and operating loss from the Inform Diagnostics acquisition since the acquisition date were $ 83.6 million and $ 17.0 million, respectively, for year ended December 31, 2022, which are included in the accompanying Consolidated Statements of Operating. The transaction costs associated with the acquisition of Inform Diagnostics consisted primarily of legal, regulatory and financial advisory fees of approximately $ 6.6 million for the year ended December 31, 2022, respectively. These transaction costs were expensed as incurred as general and administrative expense in the respective period. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information summarizes the combined results of operations of Fulgent and Inform Diagnostics as if the companies had been combined as of the beginning of 2021. The pro forma financial information has been adjusted for the following: Acquisition-related costs - Acquisition-related costs incurred by both Fulgent and Inform Diagnostics were excluded from the net income attributable to Fulgent, and total costs were $ 9.6 million for the year ended December 31, 2022. Other adjustments to the net income attributable to Fulgent were $ 772,000 and $ 2.3 million for the year ended December 31, 2022 and 2021, respectively. Other adjustments to revenue were $ 962,000 and $ 3.9 million for or the year ended December 31, 2022 and 2021, respectively. Year Ended December 31, 2022 2021 Revenue $ 659,386 $ 1,140,184 Net income attributable to Fulgent $ 140,288 $ 493,313 Basic earnings per common share attributable to Fulgent $ 4.66 $ 16.77 Diluted earnings per common share attributable to Fulgent $ 4.53 $ 15.93 Fulgent Pharma Holdings, Inc On November 7, 2022, the Company completed the acquisition of 100 % of the outstanding equity of Fulgent Pharma, a clinical-stage, therapeutic development company focused on perfecting drug candidates for treating a broad range of cancers. Under the terms of the Agreement and Plan of Merger, dated November 7, 2022, or the Pharma Merger Agreement, the total merger consideration was paid in a combination of cash, the Company’s common stock, or the Stock Consideration, and assumed RSUs subject to customary adjustments for closing cash, closing indebtedness, transaction expenses and other transaction matters. A portion of the Stock Consideration was held back for a duration of time after the closing of the transaction to satisfy certain indemnification obligations of the Pharma Stockholders as described in the Pharma Merger Agreement. The RSUs are subject to vesting over the four-year period immediately following the date of their original grant, subject to the holder’s continuing service. The integrated companies plan to offer a vertically integrated solution to combat cancer with the potential to unlock significant long-term upsides for both the therapeutic and diagnostic businesses, while effectively managing risk. The financial results of Fulgent Pharma are included in the consolidated financial statements from the date of acquisition. The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on estimated fair values. The following tables summarizes the consideration paid and the updated amounts of the assets acquired and liabilities assumed recognized at the acquisition date: The goodwill of $ 22.1 million arising from the acquisition is attributed to Fulgent Pharma's rights to intellectual property, expected synergies, assembled workforce, and other benefits that will potentially be generated from the combination and deferred tax. The goodwill recognized is not deductible for tax purposes. The identified intangible assets acquired consisted of $ 64.6 million in IPR&D. Fulgent Pharma has developed a novel nanoencapsulation and targeted therapy platform, which is designed to improve the therapeutic window and pharmacokinetic profile of new and existing cancer drugs. The lead drug candidate, FID-007, has achieved proof-of-concept in preliminary human clinical trials for the treatment of various cancer types, including head and neck, ampullary, pancreatic, non-small cell lung cancer, and breast. The fair value of the IPR&D was estimated using MPEEM. The method involves forecasting after-tax operating income from existing clients, subtracting the portions attributable to a contributory asset, and discounting the remaining earnings to present value. The useful life of IPR&D is indefinite. Revenue and operating loss from the Fulgent Pharma acquisition since the acquisition date are zero and $ 816,000 , respectively, which are included in the accompanying Consolidated Statements of Operations, for the year ended December 31, 2022. The transaction costs associated with the acquisition of Fulgent Pharma consisted primarily of legal, regulatory and financial advisory fees of approximately $ 1.4 million for the year ended December 31, 2022. These transaction costs were expensed as incurred as general and administrative expense in the respective period. The $ 5.0 million restricted cash received represents cash consideration payable pursuant to the share transfer agreement Fulgent Pharma entered prior to Fulgent Pharma acquisition date. The cash consideration was not paid as of Fulgent Pharma acquisition date and was included in noncurrent or non-operating liabilities in above table. FF Gene Biotech In April 2017, the Company acquired a 30 % equity interest in FF Gene Biotech, a newly formed a joint venture with Xilong Scientific and Fuzhou Jinqiang Investment Partnership (LP), or FJIP. The joint venture was formed under the laws of China to offer genetic testing services to customers in China. In May 2021, we entered into a restructuring agreement with Xilong Scientific and FJIP, resulting in the Company indirectly acquiring a controlling financial interest of 72 %in FF Gene Biotech. FF Gene Biotech was founded to bring the Company’s next generation sequencing, or NGS, capabilities to the Chinese genetic testing market through entities separate from the Company’s U.S. operations, and FF Gene Biotech is pursuing this separate from the Company’s business elsewhere. As a result of the acquisition of FF Gene Biotech, or the FF Gene Biotech Acquisition, the Company seeks to be more strategically aligned with its geographic expansion strategy. It also expects to reduce costs through economies of scale. The Company allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on estimated fair values. As additional information becomes available, such as the finalization of the estimated fair value of tax-related items, the Company may further update the preliminary purchase price allocation during the remainder of the measurement period (up to one year from the FF Gene Biotech Acquisition date). The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed re cognized at the FF Gene Biotech Acquisition date, as well as the fair value of the noncontrolling interest at the FF Gene Biotech Acquisition date. Amounts (in thousands) Considerations Cash $ 18,974 Fair value of the Company’s 30 % equity interest held before the business combination 3,734 $ 22,708 Recognized amounts of identifiable assets acquired and liabilities assumed Financial assets $ 3,181 Reagents and supplies 1,288 Fixed assets 3,874 Other tangible assets 944 Identifiable intangible assets 6,958 Other current liabilities ( 2,585 ) Notes payable ( 5,893 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 7,767 Noncontrolling interest ( 8,141 ) Goodwill 23,082 Total $ 22,708 The fair value of the noncontrolling interest, or NCI, in FF Gene Biotech, a private entity, $ 8.1 million, was estimated by applying the income approach and market approach. The fair value measurement was based on significant inputs that are not observable in the market and thus represents a fair value categorized within Level 3 of the three-tier fair value hierarchy . The NCI represents a minority interest of 28 % in the post-restructuring FF Gene Biotech. Since the NCI is the result of the restructuring, the implied value was utilized to value the NCI based on the 42 % effective investment. After determining the implied value, a discount for lack of marketability was applied to the 28 % interest representing lack of marketability related to the holding period to monetize the NCI in a future initial public offering, or IPO, or sale, and marketability related to market participant acquisition premiums implied in the value of the $ 19.0 million purchase price for a 42 % interest. The resultant total discount applied was 35 %, which is supported both by the put option analyses related to the potential holding period, and a 10 % discount owed to a market participant acquisition premium. The Company recognized a gain of $ 3.7 million as a result of remeasuring to fair value its 30 % equity interest held before the FF Gene Biotech Acquisition. The fair value of the preexisting equity interest was determined based on the characteristics before consummating the FF Gene Biotech Acquisition and estimated by applying income approach and utilized the discounted cash flow method. The Company did not apply the market approach based on its characteristics before consummating the restructuring. The gain on the equity-method investment is included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2021. The goodwill of $ 23.1 million arising from the FF Gene Biotech Acquisition is attributed to the expected synergies and other benefits that will be potentially generated from the combination of the Company and FF Gene Biotech. The goodwill recognized is not deductible for tax purposes. The identifiable intangible assets acquired in the FF Gene Biotech Acquisition consisted of a $ 5.7 million royalty-free technology with an estimated amortization life of 10 years and $ 1.2 million customer relationships with an estimated amortization life of 5 years. The value of these assets was based upon the preliminary fair values as of the closing date of the FF Gene Biotech Acquisition. The Company concluded FF Gene Biotech is a variable interest entity as FF Gene Biotech lacks sufficient capital to operate independently. The Company concluded that it alone has the power to direct the most significant activities of FF Gene Biotech and therefore is the primary beneficiary of the entity post the FF Gene Biotech Acquisition. Judgment regarding the level of influence over FF Gene Biotech includes consideration of key factors such as the Company’s ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. CSI Acquisition In August 2021, the Company acquired 100 % of the outstanding equity of Cytometry Specialist, Inc, or CSI, a multi-site reference laboratory business in the United States. This acquisition of CSI, or the CSI Acquisition, expands the Company’s national reference laboratory presence in the United States. The Company allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on estimated fair values. As additional information becomes available, such as the finalization of the estimated fair value of tax-related items, the Company may further update the preliminary purchase price allocation during the remainder of the measurement period (up to one year from the CSI Acquisition date). The following tables summarizes the consideration paid and the amounts of the assets acquired and liabilities assum ed recognized at the CSI Acquisition date: Amounts (in thousands) Considerations Cash $ 43,359 Contingent consideration 10,000 $ 53,359 Recognized amounts of identifiable assets acquired and liabilities assumed Debt-free net working capital $ 4,270 Fixed assets 6,855 ROU assets - operating 4,988 ROU assets - finance 49 Other assets 160 Identifiable intangible assets 30,540 Deferred tax liability ( 9,881 ) Operating lease liabilities ( 4,988 ) Finance lease liabilities ( 49 ) Other liabilities ( 6,069 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 25,875 Goodwill 27,484 Total $ 53,359 The CSI Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company based on CSI’s achievement of a minimum level of earnings, for the year ending December 31, 2021, as described in the acquisition agreement. The range of undiscounted amounts the Company may be required to pay under the contingent consideration agreement is between zero and $ 10.0 million. The fair value of the contingent consideration recognized on the CSI Acquisition date of $ 10.0 million was estimated by applying the income approach using discounted cash flows. Given the short-term nature of the contingent consideration, the most significant assumption is the probability weighted cash flow. The actual contingent consideration paid in 2022 was $ 10.0 million. The goodwill of $ 27.5 million arising from the CSI Acquisition is attributed to the expected synergies, assembled workforce, other benefits that will be potentially generated from the combination and deferred tax. The goodwill recognized is not deductible for tax purposes. The identifiable intangible assets acquired in the CSI Acquisition consisted of $ 27.6 million customer relationships with an estimated amortization life of 12 years, $ 1.9 million laboratory information system platform with an estimated amortization life of 5 years, and $ 1.1 million trade name with an estimated amortization life of 10 years. Prior to the acquisitions, the financial results for FF Gene Biotech and CSI were not significant for pro forma financial information. Post the acquisitions, the financial results for FF Gene Biotech and CSI are included in the Company’s consolidated financial statements. Revenue and operating income or loss from both acquisitions since the respective 2021 acquisition dates are included in the accompanying Consolidated Statements of Operations as follows, in thousands, for the year ended December 31, 2021: Net Sales Operating Income (Loss) FF Gene Biotech $ 6,632 $ ( 3,894 ) CSI 17,390 1,138 Total $ 24,022 $ ( 2,756 ) |
Stock Repurchase Program
Stock Repurchase Program | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stock Repurchase Program | Note 16. Stock Repurchase Program In March 2022, the Company’ s Board authorized a $ 250.0 million stock repurchase program. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions. The stock repurchase program has no expiration from the date of authorization. During the year ended December 31, 2023, the Company repurchased 953,000 shares of its common stock at an aggregate cost of $ 25.1 million under the stock repurchase program. During the year ended December 31, 2022, the Company repurchased $ 1.8 million shares of its common stock at an aggregate cost of $ 74.3 million under the stock repurchase program. As of December 31, 2023, a total of approximately $ 150.7 million remained available for future repurchases of its common stock under the stock repurchase program. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquisition-Related Intangibles | Note 17. Goodwill and Intangible Assets Changes in the carrying amount of goodwill, net of impairment, by reporting unit for the years ended December 31, 2023 and 2022 are as follows: Laboratory Services Therapeutic Development December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in thousands) Balance as of January 1 $ 120,972 $ 50,897 $ 22,055 $ — Goodwill acquired during year — 71,845 — 22,055 Impairment ( 120,234 ) — — — Foreign currency impact ( 738 ) ( 1,770 ) — — Balance at the end of year $ — $ 120,972 $ 22,055 $ 22,055 As of September 30, 2023, the Company had a single reporting unit. The Company monitors changing business conditions as well as industry and economic factors, among others, for events which could trigger the need for an interim impairment analysis. During the third quarter, the Company evaluated the significant decrease in its share price which had occurred over a period of about three months, and also performed a market approach supplemental qualitative analysis. Based on the short duration of the share price decline and the analysis performed, the Company did no t recognize a goodwill impairment charge during the third quarter of 2023. As of December 1, 2023, the Company has identified its laboratory services business and its therapeutic development business as its two operating segments and the Company determined that the operating segments represented the two reporting units. The Company has reassigned goodwill to its two reporting units using the relative fair value approach. The Company tests for goodwill impairment at the reporting unit level on December 31st of each year and more frequently if events or circumstances indicate a potential impairment. During the fourth quarter of 2023, the Company witnessed a continued decline in its share price and market capitalization which prompted a quantitative impairment analysis as of December 31, 2023. Laboratory Services As of December 31, 2023, the fair value for the laboratory services reporting unit was calculated using the (i) income approach (discounted cash flows) weighted at 50 % with an assumed weighted average cost of capital, or WACC, of 13 % and assumed residual revenue growth rate of 2.5 %, and (ii) a market approach weighted at 50 %. Within the market approach, the Company used two methods, the guideline public company method weighted at 25 % and the merger & acquisition method also weighted at 25 %. Based on the quantitative results of the impairment analysis, the carrying value exceeded the fair value on the laboratory services reporting unit. The Company recognized a full goodwill impairment loss and recorded a pre-tax impairment loss of $ 120.2 million in the Consolidated Statements of Operations. Therapeutic Development As of December 31, 2023 the fair value for the therapeutic development reporting unit was calculated using the income approach weighted at 100 % with a WACC of 36 %. This reporting unit includes IPR&D, an intangible asset with an indefinite life that was initially recognized as part of the Fulgent Pharma acquisition in 2022 and which the Company appraised using the income approach known as multi-period excess earnings method. Based upon the results of the quantitative assessments, the Company concluded that the fair values of the therapeutic development reporting unit and the IPR&D asset, at December 31, 2023, were greater than the carrying values and that there was no impairment. The fair value of this reporting unit was $ 74.2 million and exceeded the carrying value of $ 64.3 million by approximately 15 %, and the fair value of IPR&D was $ 71.5 million and exceeded the carrying value of $ 64.6 million by approximately 11 %. There can be no assurance that the estimates and assumptions management made for the purposes of the goodwill or IPR&D impairment analysis will prove to be accurate predictions of future performance. It is possible that the conclusions regarding impairment or recoverability of goodwill or intangible assets could change in future periods. Management will continue to monitor the therapeutic development reporting unit. For all IPR&D projects, there are major risks and uncertainties associated with the timely and successful completion of development and commercialization of these product candidates, including the ability to confirm their efficacy based on data from clinical trials, the ability to obtain necessary regulatory approvals, and the ability to successfully complete these tasks within budgeted costs. The Company is not able to market a human therapeutic without obtaining regulatory approvals, and such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. In addition, the availability and extent of coverage and reimbursement from third-party payers, including government healthcare programs and private insurance plans, impact the revenues a product can generate. Consequently, the eventual realized value, if any, of these acquired IPR&D projects may vary from their estimated fair values. Summaries of intangible assets balances as of December 31, 2023 and 2022 were as follows: December 31, Weighted-Average Amortization Period 2023 2022 (in thousands) Laboratory services: Royalty-free technology 10 Years $ 5,211 $ 5,364 Less: accumulated amortization ( 1,390 ) ( 894 ) Royalty-free technology, net 3,821 4,470 Customer relationships 13 Years 83,119 82,750 Less: accumulated amortization ( 12,586 ) ( 6,215 ) Customer relationships, net 70,533 76,535 Trade name 8 Years 3,790 3,790 Less: accumulated amortization ( 906 ) ( 412 ) Trade name, net 2,884 3,378 In-place lease intangible assets 5 Years 360 360 Less: accumulated amortization ( 116 ) ( 46 ) In-place lease intangible assets, net 244 314 Laboratory information system platform 5 Years 1,860 1,860 Less: accumulated amortization ( 899 ) ( 527 ) Laboratory information system platform, net 961 1,333 Purchased patent 10 Years 28 29 Less: accumulated amortization ( 8 ) ( 6 ) Purchased patent, net 20 23 Total 78,463 86,053 Therapeutic development: In-process research & development n/a 64,590 64,590 Total 64,590 64,590 Total intangible assets, net $ 143,053 $ 150,643 Acquisition-related intangibles included in the above tables are generally finite-lived and are carried at cost less accumulated amortization, except for IPR&D, which is related to the acquisition of Fulgent Pharma in 2022 and has an indefinite life until research and development efforts are completed or abandoned. All other finite-lived acquisition-related intangibles related to the business combinations in 2022 and 2021 are amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization of intangible assets was $ 7.8 million and $ 6.5 million in 2023 and 2022, respectively. Based on the carrying value of intangible assets recorded as of December 31, 2023, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for intangible assets is expected to be as follows: Amounts (in thousands) 2024 $ 7,976 2025 7,976 2026 7,671 2027 7,210 2028 7,175 Thereafter 40,455 Total $ 78,463 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 18. Subsequent Event As of February 28, 2024, no subsequent events are being reported. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. These estimates, judgments and assumptions are based on historical data and experience available at the date of the accompanying consolidated financial statements, as well as various other factors management believes to be reasonable under the circumstances. The Company’s estimates and assumptions may evolve as conditions change. Actual results could differ significantly from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, (ii) accounts receivable and allowances for credit losses, (iii) the useful lives of fixed assets and intangible assets, (iv) estimates of tax liabilities, (v) valuation of goodwill and indefinite-lived intangible assets at time of acquisition and on a recurring basis, and (vi) valuation of investments. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company. All intercompany transactions and balances have been eliminated in consolidation. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents include cash held in banks and money market accounts. Cash equivalents are stated at fair value. |
Marketable Securities | Marketable Securities All marketable debt securities, which consist of U.S. government and agency debt securities, U.S. treasury bills, corporate debt securities, municipal bonds, and Yankee debt securities issued by foreign governments or entities and denominated in U.S. dollars have been classified as “available-for-sale,” and are carried at fair value. Net unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income (loss) and reported as a separate component of stockholders’ equity until realized. Realized gains and losses on marketable debt securities are included in interest and other income, net, in the accompanying Consolidated Statements of Operations. The cost of any marketable debt securities sold is based on the specific-identification method. The amortized cost of marketable debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Interest on marketable debt securities is included in interest and other income, net. In accordance with the Company’s investment policy, management invests to diversify credit risk and only invests in securities with high credit quality, including U.S. government securities. The Company’s investments in marketable equity securities are measured at fair value with the related gains and losses, realized and unrealized, recognized in interest and other income, net, in the accompanying Consolidated Statements of Operations. The cost of any marketable equity securities sold is based on the specific-identification method. For available-for-sale debt securities, in an unrealized loss, the Company determines whether a credit loss exists. The credit loss is estimated by considering available information relevant to the collectability of the security and information about past events, current conditions, and reasonable and supportable forecasts. The Company compares the present value of cash flows expected to be collected from the security with the amortized cost basis of the security. If the present value of cash flows to be collected is less than the amortized basis of the security, a credit loss exists, and an allowance for credit losses is recorded for the credit loss, limited by the amount of unrealized loss. Changes in the allowance are recorded in the period of changes as credit loss expense. If the Company has an intent to sell, or if it is more likely than not that the Company will be required to sell a debt security in an unrealized loss position before recovery of its amortized cost basis, the Company will write down the security to its fair value and record the corresponding charge as a component of interest and other income, net. |
Trade Accounts Receivable and Allowance for Credit Losses | Trade Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains an allowance for credit losses for expected uncollectible trade accounts receivable, which is recorded as an offset to trade accounts receivable, and changes in allowance for credit losses are classified as a general and administrative expense in the accompanying Consolidated Statements of Operations. The Company assesses collectability by reviewing trade accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when it identifies specific customers that have deterioration in credit quality such that they may no longer share similar risk characteristics with the other receivables. In determining the amount of the allowance for credit losses, the Company uses a loss rate model or probability-of-default and loss given default model. Following the loss rate method, expected credit losses are determined based on an estimated historical loss rate. The probability of default method allows the ability to define a point of default and measure credit losses for receivables that have reached the point of default for purposes of calculating the allowance for credit losses. Loss given default represents the likelihood that a receivable that has reached the point of default will not be collected in full. The Company updates its loss rate and factors annually to incorporate the most recent historical data and adjusts the quantitative portion of the reserve through its qualitative reserve overlay. The Company looks at qualitative factors such as general economic conditions in determining expected credit losses. A roll-forward of the activity in the Company’s allowance for credit losses is as follows: December 31, 2023 2022 2021 (in thousands) Allowance for credit losses at beginning of year $ 41,205 $ 11,217 $ 1,898 Impact of ASU 2016-13 adoption — — 887 Current period (gain) provision ( 880 ) 32,596 8,931 Write-downs ( 15,099 ) ( 2,608 ) ( 499 ) Allowance for credit losses at end of year $ 25,226 $ 41,205 $ 11,217 |
Redeemable Preferred Stock Investment | Redeemable Preferred Stock Investment The redeemable preferred stock investment of $ 20.4 million as of December 31, 2023 represents the fair value of redeemable preferred stock of a private company that the Company purchased in July 2021. The investment is classified as available-for-sale debt securities. The fair value of available-for-sale debt security is included in the Consolidated Statement of Balance Sheets. Unrealized gain of $ 8.1 million were excluded from earnings and reported in other comprehensive income (loss) for the year ended December 31, 2023. Unrealized losses of $ 9.6 million are excluded from earnings and reported in other comprehensive income (loss) for the year ended December 31, 2022. Since the Company intends on holding the preferred stock, and the preferred stock is not redeemable until July 2027 , the investment is recorded as a long-term investment. |
Business Combinations | Business Combinations The Company uses the acquisition method of accounting and allocates the fair value of purchase consideration to the assets acquired and liabilities assumed from an acquiree based on their respective fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, expected cost and time to develop in-process research and development, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability. |
Fixed Assets | Fixed Assets Fixed assets are recorded at cost, net of accumulated depreciation and amortization. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are capitalized and amortized over the shorter of their expected lives or the applicable lease term, including renewal options, if available. Major replacements and improvements are capitalized, while general repairs and maintenance are expensed as incurred. See Note 5, Fixed Assets , for useful lives for each major class of fixed assets. |
Finite-Lived Intangible assets | Finite-Lived Intangible assets Intangible assets, unless determined to be indefinite-lived, are amortized over their estimated useful lives. The Company amortizes intangible assets on a straight-line basis with definite lives generally over periods ranging from three to fourteen years . See Note 17, Goodwill and Intangible Assets , for details of intangible assets. |
Goodwill and Indefinite-lived Intangibles | Goodwill and Indefinite-lived Intangibles In-process research & development costs, or IPR&D, are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company assesses goodwill and indefinite-lived intangibles for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may choose to bypass a qualitative assessment of impairment for any reporting unit and proceed directly to performing a quantitative assessment. An impairment loss would be recognized for the amount by which the reporting unit's carrying amount exceeds its fair value. The Company’s quantitative assessment includes estimating the fair value of each reporting unit and comparing it to its carrying value. The Company estimates the fair value of reporting units using both income-based and market-based valuation methods and typically engages a third-party appraisal firm to assist with the valuation. The estimated fair value for each reporting unit is determined based upon the range of estimated values developed from the income and market-based methods. If the estimated fair value of a reporting unit exceeds its carrying value, the goodwill is not impaired, and no further review is required. The income-based fair value methodology is based on a reporting unit’s forecasted future cash flows that are discounted to the present value using the reporting unit’s weighted average cost of capital, or WACC. Under the income-based approach, it requires management's assumptions and judgments regarding economic conditions in the markets in which the company operates and conditions in the capital markets, many of which are outside of management's control. The market-based fair value methodology looks at the guideline public company valuation method to determine the prices of comparable public companies and looks at merger and acquisition methods, similar businesses that were sold recently, to estimate the value of the reporting units. Under the market-based approach, judgment is required in evaluating market multiples and recent transactions. The Company performed an annual goodwill and intangible asset impairment test on December 31, 2023, and elected to bypass the optional qualitative test and perform the quantitative assessments for both the laboratory services and therapeutic development reporting units, which includes an indefinite-lived intangible asset. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset and its eventual disposition is less than the carrying amount of the asset. |
Reagents and Supplies | Reagents and Supplies The Company maintains reagents and other consumables primarily used in testing which are valued at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The reagents and other consumables were included in other current assets in the accompanying Consolidated Balance Sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, trade accounts receivable, redeemable preferred stock investment, accounts payable, accrued liabilities, investment margin loan, and contingent consideration. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, investment margin loan, and contingent consideration approximate fair value due to their short maturities. Fair value of marketable securities and redeemable preferred stock investment is disclosed in Note 4, Fair Value Measurement s, to the accompanying consolidated financial statements. |
Concentrations of Credit Risk, Customers and Suppliers | Concentrations of Credit Risk, Customers and Suppliers Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable, and marketable securities, which consist of debt securities and equity securities. As of December 31, 2023, substantially all of the Company’s cash and cash equivalents were deposited in accounts at financial institutions, and amounts may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which its cash and cash equivalents are held. In certain periods, a small number of customers has accounted for a significant portion of the Company’s revenue. For the laboratory services segment, aggregating customers under common control, one customer comprised of $ 35.7 million or 12 % of total revenue in the years ended December 31, 2023, and a different customer comprised of $ 115.6 million or 19 % and $ 260.2 million or 26 % of total revenue in the year ended December 31, 2022 and 2021, respectively. One customer comprised 13 % of total accounts receivable, net, as of December 31, 2023, and a different customer comprised 17 % of total accounts receivable, net, as of December 31, 2022. For the therapeutic development segment, the Company doesn't have customers or revenue as it does not have any commercialized or approved product candidates. The Company’s therapeutic development business relies on ANP Technologies, Inc. for certain laboratory services, equipment, tools, and drug intermediates in connection with research and development efforts. The Company also relies on a limited number of suppliers for certain laboratory substances used in the chemical reactions incorporated into its processes, referred to as reagents, as well as for the sequencers and various other equipment and materials it uses in its laboratory operations. In particular, the Company relies on a sole supplier for the next generation sequencers and associated reagents it uses to perform its genetic tests and as the sole provider of maintenance and repair services for these sequencers. The Company’s laboratory operations would be interrupted if it encountered delays or difficulties securing these reagents, sequencers, other equipment or materials or maintenance and repair services, which could occur for a variety of reasons, including if the Company needs a replacement or temporary substitute for any of its limited or sole suppliers and is not able to locate and make arrangements with an acceptable replacement or temporary substitute. The Company's development efforts could also be delayed or interrupted if is unable to procure items needed for its therapeutic development activities. The Company believes there are currently only a few other manufacturers that are capable of supplying and servicing some of the equipment and other materials necessary for its laboratory operations, including collection kits, sequencers and various associated reagents. |
Equity Method Investments | Equity Method Investments The Company uses the equity method to account for investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. Judgments regarding the level of influence over each equity method investment include consideration of key factors such as the Company’s ownership interest, representation on the board of directors or other management body and participation in policy-making decisions. The Company recognizes its share of the earnings or losses of an investee in net earnings or loss in the periods for which they are reported by the investee. The Company evaluates any equity method investments for impairment whenever events or changes in circumstances would indicate that a decline in value has occurred that is other than temporary. Evidence considered in this evaluation would include, but would not necessarily be limited to, the financial condition and near-term prospects of the investee, recent operating trends and forecasted performance of the investee, market conditions in the geographic area or industry in which the investee operates and the Company’s strategic plans for holding the investment in relation to the period of time expected for an anticipated recovery of its carrying value. If the investments were determined to have a decline in value deemed to be other than temporary it is written down to estimated fair value. The Company’s 25 % interest in Boston Molecules was originally accounted for using the equity method, and the Company discontinued applying the equity method since the investment was reduced to zero in 2020 due to the full impairment loss recorded. The Company did not record any additional losses. |
Leases | Leases The Company determines if an arrangement is a lease at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating and finance lease right-of-use assets, or ROU assets, short-term lease liabilities, and long-term lease liabilities are included in other long-term assets, accrued liabilities, and other long-term liabilities, respectively, in the accompanying Consolidated Balance Sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term. Lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, including options to extend the lease when it is reasonably certain that the Company will exercise that option. The Company uses its incremental borrowing rate based on the information available at the commencement date, including inquiries with its bank, in determining the present value of lease payments when its leases do not provide an implicit or explicit rate. Lease ROU assets consist of initial measurement of lease liabilities, any lease payments made to lessor on or before the lease commencement date, minus any lease incentive received, and any initial direct costs incurred by the Company. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. For finance lease, ROU assets are amortized on a straight-line basis from the commencement date to the earlier of the end of useful life of the ROU assets or the end of the lease term. Amortization of ROU assets and interest on the lease liability for finance leases are included as charges to the accompanying Consolidated Statements of Operations. Lease ROU assets and liabilities arising from business combinations are recognized and measured at the acquisition dates as if an acquired lease were a new lease at the date of acquisition using the Company’s incremental borrowing rate unless the discount rate is implicit in the lease. The Company elects to not to recognize assets or liabilities as of the acquisition dates for leases that, on the acquisition dates, have a remaining lease term of 12 months or less. The Company also retains the acquirees’ classification of the leases if there are no modifications as part of the business combinations. The Company leases out space in buildings it owns to third-party tenants or subtenants under noncancelable operating leases. The Company recognizes lease payments as income over the lease terms on a straight-line basis and recognizes variable lease payments as income in the period in which the changes in facts and circumstances on which the variable lease payments are based occur. The net rental income is included in the interest and other income, net, in the accompanying Consolidated Statements of Operations. |
Software for Internal Use | Software for Internal Use The Company capitalizes certain costs incurred to purchase computer software for internal use. These costs include purchased software packages for Company use. Capitalized computer software costs are amortized over the estimated useful life of the computer software, which is generally one to five years . Internally developed software costs are capitalized after management has committed to funding the project, it is probable that the project will be completed and the software will be used for its intended function. Costs that do not meet that criteria and costs incurred on projects in the preliminary and post-implementation phases are expensed as incurred. |
Reporting Segment and Geographic Information | Reportable Segment and Geographic Information Reporting segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company reports its business in two segments, a laboratory services business and a therapeutic development business. For further financial information about these segments, including information for each of the last three fiscal years regarding revenue, operating income (loss), and other important information, see Note 7, Reportable Segment and Geographic Information . |
Revenue Recognition | Revenue Recognition The Company generates revenue from sales of its testing services. The Company currently receives payments from primarily three different customer types: insurance payors, institutional customers, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients who pay directly. The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised goods or services to its customers. To determine revenue recognition for contracts with customers, the Company performs the following steps described in ASC 606: (1) identifies the contract with the customer, or Step 1, (2) identifies the performance obligations in the contract, or Step 2, (3) determines the transaction price, or Step 3, (4) allocates the transaction price to the performance obligations in the contract, or Step 4, and (5) recognizes revenue when (or as) the entity satisfies a performance obligation, or Step 5. The Company’s test results are primarily delivered electronically. The Company bills certain customers for shipping and handling fees incurred by the Company, and shipping and handling fees billed to customers are included in revenue, and such shipping and handling fees incurred are included in cost of revenue in the accompanying Consolidated Statements of Operations. Performance Obligations Institutional and Patient Direct Pay The Company’s institutional contracts for its testing services typically have a single performance obligation to deliver testing services to the ordering facility or patient. Some arrangements involve the delivery of testing services to research institutions, which the Company refers to as “sequencing as a service.” In arrangements with institutions, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients who pay directly, the transaction price is stated within the contract and is therefore fixed consideration. For most of the Company’s testing, the Company identified the institutions, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, and patients as the customer in Step 1 and have determined a contract exists with those customers in Step 1. As these contracts typically have a single performance obligation, no allocation of the transaction price is required in Step 4. Control over testing services is transferred to the Company’s ordering facility at a point in time. Specifically, the Company determined the customer obtains control of the promised service upon delivery of test results. Insurance The Company’s insurance contracts for testing services typically have a single performance obligation to deliver testing services to the ordering facility or patient. For most of the Company’s insurance revenue, the Company identified the patient as the customer in Step 1 and determined a contract exists with the patient in Step 1. In arrangements with insurance patients, the transaction price is typically stated within the contract, however, the Company may accept payments from third-party payors that are less than the contractually stated price, therefore estimation of the transaction price is considered variable consideration. In developing the estimate of variable consideration, the Company utilizes the expected value method under a portfolio approach. As these contracts typically have a single performance obligation, no allocation of the transaction price is required in Step 4. Control over testing services is transferred to the Company’s ordering parties at a point in time. Specifically, the Company determined the customer obtains control of the promised service upon delivery of the test results. Certain incremental costs pertaining to both insurance and institutional, such as commissions, are incurred in obtaining contracts. Contract costs are capitalized if the Company expects to recover them, and amortization of contract costs is classified in the general and administrative expense in the Consolidated Statements of Operations. Historically contract costs have not been significant to the financial statements. Significant Judgments and Contract Estimates Accounting for insurance contracts includes estimation of the transaction price, defined as the amount the Company expects to be entitled to receive in exchange for providing the services under the contract. Due to the Company’s out-of-network status with the majority of insurance payors for COVID-19 tests, estimation of the transaction price represents variable consideration. In the absence of Medicare coverage, contractually established reimbursement rates or other coverage, we have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions measured at the expected value using the “most likely amount” method under ASC 606. The amounts are determined by the historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded form the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. The Company re-assesses its estimated transaction price at the end of each reporting period, including an assessment of whether the estimate variable consideration is constrained to the extent that is probable that a significant reversal of cumulative revenue will not occur once any uncertainty is resolved. The Company records any necessary adjustments in the current period’s revenue. $ 23.0 million variable consideration was recognized as additional revenue in the year ended December 31, 2023 that related to collections for COVID-19 tests completed in the prior period. Disaggregation of Revenue The Company classifies its customers into three payor types: (i) Insurance, including claim reimbursement from HRSA for uninsured individuals, (ii) Institutional, including hospitals, medical institutions, other laboratories, governmental bodies, municipalities and large corporations, or (iii) Patients who pay directly, as the Company believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors. The following table summarizes revenue from contracts with customers by payor type for the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 (in thousands) Testing Services by payor Insurance $ 151,946 $ 377,873 $ 555,762 Institutional 134,191 239,961 435,688 Patient 3,076 1,134 1,134 Total Revenue $ 289,213 $ 618,968 $ 992,584 The insurance revenue category above includes zero , $ 83.1 million, and $ 310.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, for services related to claims covered by the HRSA COVID-19 Uninsured Program. $ 23.0 million variable consideration was recognized in the year ended December 31, 2023 that related to COVID-19 tests completed in the prior periods due to the recent collection efforts, which was included as revenue from insurance in the table above. During the year ended December 31, 2023, the Company experienced a change in estimate related to variable consideration. This change resulted in a cumulative catch-up adjustment of $ 23.0 million. The Company estimates variable consideration using the expected value method. Any changes in variable consideration estimates that affect transactions are accounted for on a cumulative catch-up basis. Contract Balances Receivables from contracts with customers - Receivables from contracts with customers are included within trade accounts receivable on the Consolidated Balance Sheets. Receivables from Insurance and Institutional customers represented 39 % and 61 %, respectively, as of December 31, 2023 and 14 % and 86 %, respectively, as of December 31, 2022. Contracts assets and liabilities - Contract assets from contracts with customers associated with contract execution and certain costs to fulfill a contract are included in other current assets in the accompanying Consolidated Balance Sheets. Contract liabilities are recorded when the Company receives payment prior to completing its obligation to transfer goods or services to a customer. Contract liabilities are included in the Consolidated Balance Sheets. Revenues of $ 2.2 million , $ 14.4 million and $ 26.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, related to contract liabilities at the beginning of the respective periods were recognized. Transaction Price Allocated to Future Performance Obligations ASC 606 issued by the Financial Accounting Standards Board, or FASB, requires that the Company disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as December 31, 2023. ASC 606 provides certain practical expedients that limit the requirement to disclose the aggregate amount of transaction price allocated to unsatisfied performance obligations. The Company applied the practical expedient to no t disclose the amount of transaction price allocated to unsatisfied performance obligations when the performance obligation is part of a contract that has an original expected duration of one year or less. The Company does not have material future obligations associated with COVID-19, molecular diagnostic or genetic testing services that extend beyond one year. |
Contract Liabilities | Contract Liabilities Contract liabilities are recorded when the Company receives payment or bills prior to completing its obligation to transfer goods or services to a customer, and the Company subsequently recognizes contract liabilities as revenue in the period in which the applicable revenue recognition criteria, as described above, are met. |
Customer Deposit | Customer Deposit Customer deposit in the accompanying Consolidated Balance Sheets consists of payments received from customers in excess of their outstanding trade accounts receivable balances. These deposits will be offset against future testing receivables or refunded to the customers. |
Overhead Expenses | Overhead Expenses The Company allocates overhead expenses, such as facility, rent, and utilities, to cost of revenue and operating expense categories based on headcount or square footage. As a result, an overhead expense allocation is reflected in cost of revenue and each operating expense category. |
Cost of Revenue | Cost of Revenue Cost of revenue reflects the aggregate costs incurred in delivering test results and consists of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; costs of laboratory supplies; depreciation of laboratory equipment; amortization of leasehold and building improvements and allocated overhead. Costs associated with performing tests are recorded as tests are processed. |
Research and Development Expenses | Research and Development Expenses Research and development expenses represent costs incurred to develop the Company’s technology and future tests. These costs consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; laboratory supplies; consulting costs and allocated overhead. The Company expenses all research and development costs in the periods in which they are incurred. |
Selling and Marketing Expenses | Selling and Marketing Expenses Selling and marketing expenses consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; customer service expenses; direct marketing expenses; educational and promotional expenses; market research and analysis and allocated overhead. The Company expenses all selling and marketing costs as incurred. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses include executive, finance and accounting, legal and human resources functions. These expenses consist of: personnel costs, including salaries, employee benefit costs, bonuses, and equity-based compensation expenses; audit and legal expenses; consulting costs and allocated overhead. The Company expenses all general and administrative expenses as incurred. |
Restructuring Costs | Restructuring Costs Restructuring costs represent one-time employee termination benefits provided to employees associated with a newly acquired entity that were involuntarily terminated. A plan of termination was approved and authorized by management in the second quarter of 2022. The plan identified specific employees to be terminated and established terms of benefits those employees would receive upon termination. No additional costs are expected to be incurred under the plan of termination post 2022, and the full amount was paid off by August 2023 . |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. The Company provides for federal, state and foreign income taxes currently payable, as well as for taxes deferred due to timing differences between reporting income and expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates is recognized as income or expense in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount with a greater than 50% likelihood of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. For income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in its consolidated financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. |
Equity-Based Compensation | Equity-Based Compensation The Company grants various types of equity-based awards to its employees, consultants, and non-employee directors. Equity-based compensation costs are reflected in the accompanying Consolidated Statements of Operations based upon each award recipient’s role with the Company. The Company primarily grants to its employees restricted stock unit awards, or RSU awards, that generally vest over a specified period of time upon the satisfaction of service-based conditions or performance conditions. Compensation expense for employee RSU awards with a service-based vesting condition is recognized ratably over the vesting period of the award. Compensation expense for employee RSU awards with a performance condition is based on the probable outcome of that performance condition. The Company measures compensation expense for equity-based awards granted to employees based on the fair value of the award on the grant date of the award. |
Foreign Currency Translation and Foreign Currency Transactions | Foreign Currency Translation and Foreign Currency Transactions The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each period. Expenses for these subsidiaries are translated using rates that approximate those in effect during the period. Gains and losses from these translations are recognized in foreign currency translation gain (loss) included in the accompanying Consolidated Statements of Comprehensive Income (Loss). The Company and its subsidiaries that use the U.S. dollar as their functional currency remeasure monetary assets and liabilities at exchange rates in effect at the end of each period, and inventories, property and nonmonetary assets and liabilities at historical rates. Gains and losses from these measurements are included in interest and other income, net, in the accompanying Consolidated Statements of Operations. Losses from foreign currency exchange were not significant in 2023, 2022 and 2021. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) consists of net unrealized gain or loss on available-for-sale debt securities, net of tax, and foreign currency translation adjustments from its subsidiaries not using the U.S. dollar as their functional currency. Reclassifications from other comprehensive income (loss) to net earnings were not significant in 2023 or 2022. The Company did not have reclassifications from other comprehensive income (loss) to net loss in 2021. The tax effects related to net unrealized gain or loss on available-for-sale debt securities were zero , $ 7.2 million, and $ 437,000 in 2023, 2022, and 2021, respectively. |
Basic and Diluted Net Income or Loss per Share | Basic and Diluted Net Income or Loss per Share Basic net income or loss per common share is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted net income or loss per common share is computed by dividing the net income or loss attributable to common stockholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company evaluates all ASUs issued by FASB for consideration of their applicability. ASUs not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s consolidated financial statements or disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segments . This update improves reportable segment disclosure requirements and requires enhanced disclosures related to significant segment expenses regularly provided to CODM, the amount for other segment items with descriptions of the composition, segment profit or loss, and clarification on if the CODM uses more than one measurement of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is currently evaluating the impacts of this amendment on the consolidated financial statements and related disclosure. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures . The update requires more detailed information on certain income tax disclosures including the income tax rate reconciliation and income taxes paid. Amendments in this update are effective for annual periods beginning December 15, 2024 for public entities, and early adoption is permitted. The Company is currently evaluating the impacts of this amendment on the consolidated financial statements and related disclosure. The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Roll-Forward of Activity in Allowance for Credit Losses | A roll-forward of the activity in the Company’s allowance for credit losses is as follows: December 31, 2023 2022 2021 (in thousands) Allowance for credit losses at beginning of year $ 41,205 $ 11,217 $ 1,898 Impact of ASU 2016-13 adoption — — 887 Current period (gain) provision ( 880 ) 32,596 8,931 Write-downs ( 15,099 ) ( 2,608 ) ( 499 ) Allowance for credit losses at end of year $ 25,226 $ 41,205 $ 11,217 |
Accounting Standards Update 2014-09 | |
Summary of Revenue from Contracts with Customers by Payor Type | The following table summarizes revenue from contracts with customers by payor type for the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 (in thousands) Testing Services by payor Insurance $ 151,946 $ 377,873 $ 555,762 Institutional 134,191 239,961 435,688 Patient 3,076 1,134 1,134 Total Revenue $ 289,213 $ 618,968 $ 992,584 |
Equity and Debt Securities (Tab
Equity and Debt Securities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Equity and Debt Securities | The Company’s equity and debt securities consisted of the following: December 31, 2023 Amortized Unrealized Unrealized Aggregate (in thousands) Equity securities: Long-term Preferred stock of privately held company $ 15,000 $ — $ — $ 15,000 Total equity securities 15,000 — — 15,000 Available-for-sale debt securities Short-term U.S. government debt securities 119,739 8 ( 1,765 ) 117,982 U.S. agency debt securities 72,310 — ( 1,414 ) 70,896 U.S. treasury bills 69,214 36 — 69,250 Corporate debt securities 63,810 — ( 792 ) 63,018 Money market accounts 38,291 — — 38,291 Municipal bonds 5,557 1 ( 23 ) 5,535 Less: Cash equivalents ( 38,291 ) — — ( 38,291 ) Total debt securities due within 1 year 330,630 45 ( 3,994 ) 326,681 After 1 year through 5 years U.S. government debt securities 247,104 1,262 ( 578 ) 247,788 U.S. agency debt securities 156,150 161 ( 490 ) 155,821 Corporate debt securities 12,885 — ( 765 ) 12,120 Municipal bonds 6,337 2 ( 48 ) 6,291 Yankee debt securities 752 — ( 60 ) 692 Redeemable preferred stock investment 20,000 438 — 20,438 Total debt securities due after 1 year through 5 years 443,228 1,863 ( 1,941 ) 443,150 After 5 years through 10 years Municipal bonds 868 1 ( 10 ) 859 Total debt securities due after 5 years through 10 years 868 1 ( 10 ) 859 Total available-for-sale debt securities 774,726 1,909 ( 5,945 ) 770,690 Total equity and debt securities $ 789,726 $ 1,909 $ ( 5,945 ) $ 785,690 December 31, 2022 Amortized Unrealized Unrealized Aggregate (in thousands) Equity securities: Long-term Preferred stock of privately held company $ 15,000 $ — $ — $ 15,000 Total equity securities 15,000 — — 15,000 Available-for-sale debt securities Short-term U.S. government debt securities 189,333 — ( 3,373 ) 185,960 Corporate debt securities 120,480 — ( 2,222 ) 118,258 U.S. treasury bills 69,991 — ( 193 ) 69,798 U.S. agency debt securities 68,411 — ( 342 ) 68,069 Money market accounts 27,455 — — 27,455 Municipal bonds 7,371 — ( 80 ) 7,291 Yankee debt securities 2,347 — ( 5 ) 2,342 Less: Cash equivalents ( 32,444 ) — — ( 32,444 ) Total debt securities due within 1 year 452,944 — ( 6,215 ) 446,729 After 1 year through 5 years U.S. government debt securities 152,435 2 ( 6,349 ) 146,088 U.S. agency debt securities 92,054 — ( 3,435 ) 88,619 Corporate debt securities 80,647 — ( 4,756 ) 75,891 Municipal bonds 12,065 — ( 217 ) 11,848 Yankee debt securities 753 — ( 85 ) 668 Redeemable preferred stock investment 20,000 — ( 7,615 ) 12,385 Total debt securities due after 1 year through 5 years 357,954 2 ( 22,457 ) 335,499 After 5 years through 10 years Municipal bonds 3,617 — ( 83 ) 3,534 Total debt securities due after 5 years through 10 years 3,617 — ( 83 ) 3,534 Total available-for-sale debt securities 814,515 2 ( 28,755 ) 785,762 Total equity and debt securities $ 829,515 $ 2 $ ( 28,755 ) $ 800,762 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Information about Financial Assets Measured at Fair Value on Recurring Basis Based on Three-Tier Fair Value Hierarchy | The following tables present information about the Company’s financial assets measured at fair value on a recurring basis, based on the three-tier fair value hierarchy: December 31, 2023 Total Level 1 Level 2 Level 3 (in thousands) Equity securities, debt securities and cash equivalents: U.S. government debt securities $ 365,770 $ — $ 365,770 $ — U.S. agency debt securities 226,717 — 226,717 — Corporate debt securities 75,138 — 75,138 — U.S. treasury bills 69,250 69,250 — — Money market accounts 38,291 38,291 — — Redeemable preferred stock investment 20,438 — — 20,438 Preferred stock of privately held company 15,000 — — 15,000 Municipal bonds 12,685 — 12,685 — Yankee debt securities 692 — 692 — Total equity securities, debt securities and cash equivalents $ 823,981 $ 107,541 $ 681,002 $ 35,438 December 31, 2022 Total Level 1 Level 2 Level 3 (in thousands) Equity securities, debt securities and cash equivalents: U.S. government debt securities $ 332,048 $ — $ 332,048 $ — Corporate debt securities 194,149 — 194,149 — U.S. agency debt securities 156,688 — 156,688 — U.S. treasury bills 69,798 69,798 — — Money market accounts 27,455 27,455 — — Municipal bonds 22,673 — 22,673 — Preferred stock of privately held company 15,000 — — 15,000 Redeemable preferred stock investment 12,385 — — 12,385 Yankee debt securities 3,010 — 3,010 — Total equity securities, debt securities and cash equivalents $ 833,206 $ 97,253 $ 708,568 $ 27,385 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Major Classes of Fixed Assets | Major classes of fixed assets consisted of the following: December 31, Useful Lives 2023 2022 (in thousands) Medical lab equipment 5 months to 10 Years $ 56,025 $ 53,503 Leasehold improvements Shorter of lease term or estimated useful life 11,222 11,804 Building 39 Years 9,781 6,731 Computer software 1 to 5 Years 7,982 6,982 Building improvements 6 months to 39 Years 7,748 5,865 Computer hardware 1 to 5 Years 6,805 6,979 Aircraft 7 Years 6,400 6,400 Furniture and fixtures 1 to 5 Years 3,860 4,248 Land improvements 5 to 15 Years 904 904 Automobile 2 to 5 Years 445 797 General equipment 3 to 5 Years 115 44 Land 8,800 7,500 Assets not yet placed in service 15,010 12,877 Total 135,097 124,634 Less: Accumulated depreciation ( 51,633 ) ( 43,281 ) Fixed assets, net $ 83,464 $ 81,353 |
Other Significant Balance She_2
Other Significant Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following: December 31, 2023 2022 (in thousands) Prepaid income taxes $ 12,675 $ 15,434 Prepaid expenses 7,744 6,814 Reagents and supplies 5,827 4,280 Marketable securities interest receivable 4,994 2,525 Other receivable 1,319 19,836 Total $ 32,559 $ 48,889 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following: December 31, 2023 2022 (in thousands) Accrued legal liabilities $ 7,026 $ 1,276 Accrued bonus and commission 6,255 5,558 Payroll liabilities 5,741 6,667 Other accrued liabilities 4,215 2,134 Operating lease liabilities - short term 3,957 6,132 Vacation accrual 3,543 3,214 Total $ 30,737 $ 24,981 Accrued legal liabilities included $ 6.9 million in connection with the Company’s voluntary disclosure process as described in Note 8, Debt, Commitments and Contingencies . |
Schedule of Other Long-Term Liabilities | Other long-term liabilities consisted of the following: December 31, 2023 2022 (in thousands) Operating lease liabilities, long term $ 7,147 $ 8,795 Other long-term liabilities 4,973 6,068 Notes payable, long term 2,964 3,372 Total $ 15,084 $ 18,235 |
Reportable Segment and Geogra_2
Reportable Segment and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Information Regarding Operations and Assets for Operating Segments | Information regarding the Company’s operations and assets for its reporting segments as well as geographic information are as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue from services: Laboratory services: Precision diagnostics $ 131,990 $ 93,685 $ 82,565 Anatomic pathology 104,655 74,799 — COVID-19 27,152 437,507 899,699 BioPharma services 25,416 12,977 10,320 Total laboratory services 289,213 618,968 992,584 Therapeutic development — — — Total $ 289,213 $ 618,968 $ 992,584 Year Ended December 31, 2023 2022 2021 (in thousands) Operating (loss) income: Laboratory services $ ( 180,585 ) $ 179,343 $ 675,953 Therapeutic development ( 14,944 ) ( 816 ) — Total $ ( 195,529 ) $ 178,527 $ 675,953 Year Ended December 31, 2023 2022 2021 (in thousands) Depreciation and amortization: Laboratory services $ 25,453 $ 32,557 $ 11,004 Therapeutic development 690 105 — Total $ 26,143 $ 32,662 $ 11,004 December 31, 2023 2022 (in thousands) Assets: Laboratory services $ 1,146,192 $ 1,292,821 Therapeutic development 89,136 93,232 Total $ 1,235,328 $ 1,386,053 |
Summary of Revenue by Geographic Distribution | Geographic distribution of revenue: Year Ended December 31, 2023 2022 2021 (in thousands) Revenue: United States $ 268,977 $ 603,148 $ 978,978 Foreign 20,236 15,820 13,606 Total $ 289,213 $ 618,968 $ 992,584 |
Summary of Property, Plant and Equipment, Net by Geographic Distribution | Geographic distribution of property, plant and equipment, net: December 31, 2023 2022 (in thousands) Fixed assets: Unites States $ 77,938 $ 72,617 Foreign 5,526 8,736 Total $ 83,464 $ 81,353 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Operating and Finance Lease Right-of-Use Asset, Short-term Lease Liabilities, and Long-term Lease Liabilities | The operating and finance lease right-of-use asset, short-term lease liabilities, and long-term lease liabilities as of December 31, 2023, and 2022 were as follows: December 31, 2023 2022 (in thousands) Operating lease ROU asset, net $ 10,838 $ 14,784 Operating lease liabilities, short term $ 3,957 $ 6,132 Operating lease liabilities, long term $ 7,147 $ 8,795 Finance lease ROU asset, net $ 1,316 $ 2,784 Finance lease liabilities, short term $ 544 $ 943 Finance lease liabilities, long term $ 760 $ 1,818 |
Schedule of Operating and Finance Lease Expense | The following was operating and finance lease expense: Year Ended December 31, 2023 2022 2021 (in thousands) Operating lease cost $ 6,875 $ 5,429 $ 1,262 Finance lease cost: Amortization of ROU assets 758 683 7 Interest on lease liabilities 80 95 1 Short-term lease cost 1,758 1,528 296 Total lease cost $ 9,471 $ 7,735 $ 1,566 |
Schedule of Supplemental Information Related to Leases | Supplemental information related to leases was the following: December 31, 2023 Weighted average remaining lease term - operating leases 4.37 years Weighted average discount rate - operating leases 4.02 % Weighted average remaining lease term -finance leases 2.66 years Weighted average discount rate - finance leases 3.74 % |
Schedule of Maturity Analysis of Operating and Finance Lease Liabilities using Undiscounted Cash Flows on an Annual Basis | The following is a maturity analysis of operating and finance lease liabilities using undiscounted cash flows on an annual basis with renewal periods included: Operating Leases Financing Leases (in thousands) Year Ending December 31, 2024 $ 4,309 $ 532 2025 2,358 470 2026 1,782 366 2027 1,693 — 2028 550 — Thereafter 1,550 — Total lease payments 12,242 1,368 Less imputed interest ( 1,138 ) ( 64 ) Total $ 11,104 $ 1,304 |
Schedule of Lease Income | Total lease income was as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Lease income $ 154 $ 269 $ 413 Variable lease income 10 12 7 Total lease income $ 164 $ 281 $ 420 |
Schedule of Future Fixed Lease Payments from Tenants for All Noncancelable Operating Leases | Future fixed lease payments from tenants for all noncancelable operating leases as of December 31, 2023 are as follows: Lease Payments from Tenants (in thousands) Year Ending December 31, 2024 $ 90 Total $ 90 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Equity-Based Compensation | The Company has included equity-based compensation expense as part of cost of revenue and operating expenses in the accompanying Consolidated Statements of Operations as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Cost of revenue $ 9,749 $ 8,704 $ 3,563 Research and development 14,873 10,449 6,326 Selling and marketing 4,964 4,373 2,513 General and administrative 13,336 9,114 3,480 Total $ 42,922 $ 32,640 $ 15,882 |
Summary of Activity for Options to Acquire Common Shares | The following table summarizes activity for options to acquire shares of the Company’s common stock in the years ended December 31, 2023, 2022 and 2021: Number Weighted- Weighted- Weighted- Aggregate Balance at December 31, 2020 287 $ 1.59 5.5 $ 14,484 Granted 5 $ 73.64 $ 56.34 Exercised ( 76 ) $ 1.13 $ 8.40 Canceled — $ — $ — Balance at December 31, 2021 216 $ 3.42 4.6 $ 20,965 Granted 10 $ 59.54 $ 44.56 Exercised ( 5 ) $ 7.16 $ 7.41 Canceled ( 9 ) $ 43.30 $ 33.53 Balance at December 31, 2022 212 $ 4.21 3.7 $ 5,420 Granted 20 $ 33.14 $ 24.85 Exercised ( 9 ) $ 0.38 $ 10.76 Canceled — $ — $ — Balance at December 31, 2023 223 $ 6.96 3.3 $ 4,906 Exercisable as of December 31, 2023 196 $ 2.40 2.5 (1) Aggregate intrinsic value is calculated as the difference between (i) the exercise price of options and (ii) the market value of the Company’s common stock as of the applicable date. |
Summary of Activity for RSUs Relating to Shares of Company's Common Stock | The following table summarizes activity for RSUs relating to shares of the Company’s common stock in the years ended December 31, 2023, 2022, and 2021: Number of Weighted-Average Balance at December 31, 2020 2,085 $ 17.93 Granted 477 $ 95.33 Vested and settled ( 836 ) $ 15.43 Forfeited ( 107 ) $ 37.83 Balance at December 31, 2021 1,619 $ 40.74 Granted 1,895 $ 49.98 Vested and settled ( 699 ) $ 34.01 Forfeited ( 184 ) $ 61.11 Balance at December 31, 2022 2,631 $ 47.76 Granted 853 $ 34.38 Vested and settled ( 1,066 ) $ 43.84 Forfeited ( 208 ) $ 54.72 Balance at December 31, 2023 2,210 $ 43.84 |
Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Shares of Company's Common Stock | The table below sets forth the weighted-average assumptions used in the Black-Scholes option-pricing model to estimate the fair value of options to acquire shares of the Company’s common stock granted to employees during the years ended December 31, 2023, 2022 and 2021. Year Ended December 31, 2023 2022 2021 Expected term (in years) 6.1 6.1 6.1 Risk-free interest rates 3.8 % 2.6 % 1.1 % Dividend yield — — — Expected volatility 87.3 % 88.7 % 94.6 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income (Loss) Before Income Taxes and Gain on Equity-Method Investments | The following table summarizes income (loss) before income taxes and gain on equity-method investments: Year Ended December 31, 2023 2022 2021 (in thousands) U.S. (loss) income before income taxes and gain on equity-method investments $ ( 147,464 ) $ 189,406 $ 681,403 Foreign loss before income taxes and gain on equity-method investments ( 26,621 ) ( 5,381 ) ( 4,103 ) (Loss) income before income taxes and gain on equity-method investments $ ( 174,085 ) $ 184,025 $ 677,300 |
Income Tax Expense (Benefit) | Income tax expense consisted of the following: Year Ended December 31, 2023 2022 2021 (in thousands) Current: Federal $ ( 5,590 ) $ 31,140 $ 131,907 State ( 4,722 ) 19,242 51,076 Total Current ( 10,312 ) 50,382 182,983 Deferred: Federal ( 12,771 ) ( 3,763 ) ( 7,471 ) State 4,100 ( 4,517 ) ( 717 ) Foreign ( 188 ) 224 669 Change in valuation allowance 20,325 ( 224 ) ( 669 ) Total Deferred 11,466 ( 8,280 ) ( 8,188 ) Total income tax expense $ 1,154 $ 42,102 $ 174,795 |
Reconciliation of Difference between Federal Statutory Income Tax Rate and Effective Income Tax Rate | Reconciliation of the difference between the federal statutory income tax rate and the effective income tax rate is as follows: Year Ended December 31, 2023 2022 2021 Tax provision at federal statutory rate 21.00 % 21.00 % 21.00 % State taxes 0.22 % 9.03 % 6.13 % Uncertain tax positions 0.18 % 0.92 % 0.05 % Stock based compensation - 1.65 % - 1.12 % - 1.96 % Nondeductible compensation - 162(m) - 0.55 % 0.00 % 0.00 % Goodwill impairment - 10.62 % 0.00 % 0.00 % Federal return to provision - 0.21 % - 3.92 % - 0.17 % State return to provision 3.41 % - 2.02 % - 0.14 % Other permanent differences - 1.15 % 1.33 % 1.09 % Research & development credit 3.19 % - 2.98 % - 0.33 % Foreign tax rate differential - 2.42 % 0.00 % 0.00 % Other 0.11 % 0.34 % 0.19 % Change in valuation allowance - 12.20 % 0.12 % - 0.10 % Effective tax rate - 0.69 % 22.70 % 25.76 % |
Summary of Elements of Deferred Tax Assets (Liabilities) | The following table summarizes the elements of the deferred tax assets (liabilities). Net deferred tax assets are included in other long-term assets in the Consolidated Balance Sheets. As of December 31, 2023 2022 (in thousands) Deferred tax assets Accrued vacation and other accrued expenses $ 807 $ 1,488 Provision for credit losses 818 10,255 Net operating losses 17,496 16,345 Stock based compensation 906 2,550 State income taxes 211 4,892 Excess tax basis in FF Gene Biotech net assets 2,256 2,032 Lease liability 2,345 4,086 Unrealized gain/loss on available-for-sale debt securities 406 7,664 Research and development credits 1,258 — Section 174 research & experimental expenditures 18,606 6,573 Equity loss in investment 503 503 Other 107 199 Gross deferred tax assets 45,719 56,587 Less: Valuation allowance ( 15,900 ) ( 2,832 ) Net deferred tax assets 29,819 53,755 Deferred tax liabilities Intangible assets 30,558 39,199 Depreciation 3,901 5,500 Right of use asset 2,299 4,056 Other 1,023 1,496 Total deferred tax liabilities 37,781 50,251 Net deferred tax assets $ ( 7,962 ) $ 3,504 |
Reconciliation of Gross Unrecognized Tax Benefits | A reconciliation of the Company’s gross unrecognized tax benefits is as follows: Year Ended December 31, 2023 2022 2021 (in thousands) Balance at beginning of year $ 9,742 $ 710 $ 377 Increases to prior year positions ( 3,845 ) 2,843 — Increases for current year positions ( 64 ) 6,189 333 Balance at end of year $ 5,833 $ 9,742 $ 710 |
Income (Loss) per Share (Tables
Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Basic and Diluted Income (Loss) Per Share Computations | The following is a reconciliation of the basic and diluted income (loss) per share computations: Year Ended December 31, 2023 2022 2021 (in thousands, except per share data) Net (loss) income attributable to common shareholders $ ( 167,825 ) $ 143,403 $ 507,364 Weighted-average common shares - outstanding, basic 29,784 30,097 29,408 Weighted-average effect of dilutive securities: Stock options — 199 230 Restricted stock units — 613 1,338 Contingently issuable shares — 55 — Weighted-average common shares - outstanding, diluted 29,784 30,964 30,976 (Loss) earnings per share: Basic $ ( 5.63 ) $ 4.76 $ 17.25 Diluted $ ( 5.63 ) $ 4.63 $ 16.38 |
Anti-dilutive Securities Excluded from Calculation of Diluted Income Per Share | The following securities have been excluded from the calculation of diluted income per share because their effect would have been anti-dilutive: Year Ended December 31, 2023 2022 2021 (in thousands) Stock Options 224 10 5 Restricted Stock Units 2,210 728 182 Contingently Issuable Shares 186 — — |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Unaudited Pro Forma Financial Information | The following unaudited pro forma financial information summarizes the combined results of operations of Fulgent and Inform Diagnostics as if the companies had been combined as of the beginning of 2021. The pro forma financial information has been adjusted for the following: Year Ended December 31, 2022 2021 Revenue $ 659,386 $ 1,140,184 Net income attributable to Fulgent $ 140,288 $ 493,313 Basic earnings per common share attributable to Fulgent $ 4.66 $ 16.77 Diluted earnings per common share attributable to Fulgent $ 4.53 $ 15.93 |
Summary of Revenue and Operating Income or Loss | Prior to the acquisitions, the financial results for FF Gene Biotech and CSI were not significant for pro forma financial information. Post the acquisitions, the financial results for FF Gene Biotech and CSI are included in the Company’s consolidated financial statements. Revenue and operating income or loss from both acquisitions since the respective 2021 acquisition dates are included in the accompanying Consolidated Statements of Operations as follows, in thousands, for the year ended December 31, 2021: Net Sales Operating Income (Loss) FF Gene Biotech $ 6,632 $ ( 3,894 ) CSI 17,390 1,138 Total $ 24,022 $ ( 2,756 ) |
Inform Diagnostics | |
Business Acquisition [Line Items] | |
Summary of Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | The following tables summarizes the consideration paid and the updated amounts of the assets acquired and liabilities assumed recognized at the acquisition date: Amounts (in thousands) Consideration Cash, net of cash received $ 137,755 Recognized amounts of identifiable assets acquired and liabilities assumed Net working capital $ ( 15,024 ) Fixed assets 20,242 ROU assets - operating 12,653 ROU assets - finance 1,183 Deferred tax assets 3,410 Other long-term assets 4,711 Identifiable intangible assets 57,060 Operating lease liabilities ( 12,653 ) Finance lease liabilities ( 1,183 ) Income tax payable ( 40 ) Other long-term liabilities ( 4,449 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 65,910 Goodwill 71,845 Total $ 137,755 |
FF Gene Biotech | |
Business Acquisition [Line Items] | |
Summary of Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid and the amounts of the assets acquired and liabilities assumed re cognized at the FF Gene Biotech Acquisition date, as well as the fair value of the noncontrolling interest at the FF Gene Biotech Acquisition date. Amounts (in thousands) Considerations Cash $ 18,974 Fair value of the Company’s 30 % equity interest held before the business combination 3,734 $ 22,708 Recognized amounts of identifiable assets acquired and liabilities assumed Financial assets $ 3,181 Reagents and supplies 1,288 Fixed assets 3,874 Other tangible assets 944 Identifiable intangible assets 6,958 Other current liabilities ( 2,585 ) Notes payable ( 5,893 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 7,767 Noncontrolling interest ( 8,141 ) Goodwill 23,082 Total $ 22,708 |
Cytometry Specialists, Inc | |
Business Acquisition [Line Items] | |
Summary of Consideration Paid and Amount of Assets Acquired and Liabilities Assumed | The following tables summarizes the consideration paid and the amounts of the assets acquired and liabilities assum ed recognized at the CSI Acquisition date: Amounts (in thousands) Considerations Cash $ 43,359 Contingent consideration 10,000 $ 53,359 Recognized amounts of identifiable assets acquired and liabilities assumed Debt-free net working capital $ 4,270 Fixed assets 6,855 ROU assets - operating 4,988 ROU assets - finance 49 Other assets 160 Identifiable intangible assets 30,540 Deferred tax liability ( 9,881 ) Operating lease liabilities ( 4,988 ) Finance lease liabilities ( 49 ) Other liabilities ( 6,069 ) Recognized amounts of identifiable assets acquired and liabilities assumed, net 25,875 Goodwill 27,484 Total $ 53,359 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Carrying Amount of Goodwill, Net Of Impairment | Changes in the carrying amount of goodwill, net of impairment, by reporting unit for the years ended December 31, 2023 and 2022 are as follows: Laboratory Services Therapeutic Development December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in thousands) Balance as of January 1 $ 120,972 $ 50,897 $ 22,055 $ — Goodwill acquired during year — 71,845 — 22,055 Impairment ( 120,234 ) — — — Foreign currency impact ( 738 ) ( 1,770 ) — — Balance at the end of year $ — $ 120,972 $ 22,055 $ 22,055 |
Summaries of Goodwill and Acquisitions-Related Intangibles Balances | Summaries of intangible assets balances as of December 31, 2023 and 2022 were as follows: December 31, Weighted-Average Amortization Period 2023 2022 (in thousands) Laboratory services: Royalty-free technology 10 Years $ 5,211 $ 5,364 Less: accumulated amortization ( 1,390 ) ( 894 ) Royalty-free technology, net 3,821 4,470 Customer relationships 13 Years 83,119 82,750 Less: accumulated amortization ( 12,586 ) ( 6,215 ) Customer relationships, net 70,533 76,535 Trade name 8 Years 3,790 3,790 Less: accumulated amortization ( 906 ) ( 412 ) Trade name, net 2,884 3,378 In-place lease intangible assets 5 Years 360 360 Less: accumulated amortization ( 116 ) ( 46 ) In-place lease intangible assets, net 244 314 Laboratory information system platform 5 Years 1,860 1,860 Less: accumulated amortization ( 899 ) ( 527 ) Laboratory information system platform, net 961 1,333 Purchased patent 10 Years 28 29 Less: accumulated amortization ( 8 ) ( 6 ) Purchased patent, net 20 23 Total 78,463 86,053 Therapeutic development: In-process research & development n/a 64,590 64,590 Total 64,590 64,590 Total intangible assets, net $ 143,053 $ 150,643 |
Summary of Annual Amortization Expense For Acquisition-Related Intangibles | Based on the carrying value of intangible assets recorded as of December 31, 2023, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for intangible assets is expected to be as follows: Amounts (in thousands) 2024 $ 7,976 2025 7,976 2026 7,671 2027 7,210 2028 7,175 Thereafter 40,455 Total $ 78,463 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Roll-Forward of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable Allowance For Credit Losses [Line Items] | |||
Allowance for credit losses at beginning of year | $ 41,205 | $ 11,217 | $ 1,898 |
Retained earnings | 633,175 | 801,000 | |
Current period (gain) provision | (880) | 32,596 | 8,931 |
Write-downs | (15,099) | (2,608) | (499) |
Allowance for credit losses at end of year | $ 25,226 | $ 41,205 | 11,217 |
ASU 2016-13 | |||
Accounts Receivable Allowance For Credit Losses [Line Items] | |||
Retained earnings | $ 887 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 9 Months Ended | 12 Months Ended | ||||
Nov. 07, 2022 USD ($) | Sep. 30, 2023 Segment | Dec. 31, 2023 USD ($) Segment Customer | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Preferred stock, redemption date | Jul. 31, 2027 | |||||
Redeemable preferred stock investment | $ 20,438,000 | $ 12,385,000 | ||||
Unrealized gain (losses) | $ 8,100,000 | $ (9,600,000) | ||||
Number of reporting segments | Segment | 1 | 2 | 1 | |||
Number of customer types | Customer | 3 | |||||
Tax effects related to unrealized holding loss on available-for-sale debt securities | $ 0 | $ 7,200,000 | $ 437,000 | |||
Revenue | 289,213,000 | 618,968,000 | 992,584,000 | |||
Variable consideration | 23,000,000 | |||||
Cumulative catch-up adjustment | 23,000,000 | |||||
Contract with customer liability, revenue recognized | $ 2,200,000 | 14,400,000 | 26,400,000 | |||
Practical expedient not to disclose amount of transaction price allocated to unsatisfied performance obligations | true | |||||
Additional costs expected to be incurred | $ 0 | |||||
Payable balance, expected paid off date | 2023-08 | |||||
Boston Molecules, Inc. | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Ownership percentage | 25% | |||||
Carrying value of equity | $ 0 | |||||
Clinical Insurance Contracts | HSRA COVID-19 Uninsured Program | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 0 | $ 83,100,000 | 310,400,000 | |||
Insurance Customer | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of accounts receivable from contract | 39% | 14% | ||||
Institutional Customer | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of accounts receivable from contract | 61% | 86% | ||||
Customer Concentration Risk | Revenue | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 1 | |||||
Customer Concentration Risk | Revenue | Customer One | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 35,700,000 | $ 115,600,000 | $ 260,200,000 | |||
Concentration risk, percentage | 12% | 19% | 26% | |||
Customer Concentration Risk | Accounts Receivable, Net | Customer One | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 1 | |||||
Concentration risk, percentage | 13% | 17% | ||||
Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 14 years | |||||
Maximum [Member] | Computer Software | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of fixed assets | 5 years | |||||
Minimum | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Intangible asset, useful life | 3 years | |||||
Minimum | Computer Software | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of fixed assets | 1 year | |||||
Fulgent Pharma Holdings | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Revenue | $ 0 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Revenue from Contracts with Customers by Payor Type (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers by payor type | $ 289,213 | $ 618,968 | $ 992,584 |
Accounting Standards Update 2014-09 | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers by payor type | 289,213 | 618,968 | 992,584 |
Accounting Standards Update 2014-09 | Clinical Insurance Contracts | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers by payor type | 151,946 | 377,873 | 555,762 |
Accounting Standards Update 2014-09 | Clinical Institutional Contracts | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers by payor type | 134,191 | 239,961 | 435,688 |
Accounting Standards Update 2014-09 | Clinical Patient Contracts | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue from contracts with customers by payor type | $ 3,076 | $ 1,134 | $ 1,134 |
Equity and Debt Securities - Su
Equity and Debt Securities - Summary of Equity and Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Less: Cash equivalents, Carrying Value | $ (38,291) | $ (32,444) |
Less: Cash equivalents, Fair Value | (38,291) | (32,444) |
Equity and debt securities, Amortized Cost Basis | 789,726 | 829,515 |
Equity and debt securities, Unrealized Gains | 1,909 | 2 |
Equity and debt securities, Unrealized Losses | (5,945) | (28,755) |
Equity and debt securities, Aggregate Fair Value | 785,690 | 800,762 |
Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 774,726 | 814,515 |
Debt securities, Unrealized Gains | 1,909 | 2 |
Debt securities, Unrealized Losses | (5,945) | (28,755) |
Debt securities, Aggregate Fair Value | 770,690 | 785,762 |
Short-Term Marketable Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 330,630 | 452,944 |
Debt securities, Unrealized Gains | 45 | |
Debt securities, Unrealized Losses | (3,994) | (6,215) |
Debt securities, Aggregate Fair Value | 326,681 | 446,729 |
Short-Term Marketable Securities | U.S. Government Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 119,739 | 189,333 |
Debt securities, Unrealized Gains | 8 | |
Debt securities, Unrealized Losses | (1,765) | (3,373) |
Debt securities, Aggregate Fair Value | 117,982 | 185,960 |
Short-Term Marketable Securities | U.S. Agency Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 72,310 | 68,411 |
Debt securities, Unrealized Losses | (1,414) | (342) |
Debt securities, Aggregate Fair Value | 70,896 | 68,069 |
Short-Term Marketable Securities | U.S. Treasury Bills | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 69,214 | 69,991 |
Debt securities, Unrealized Gains | 36 | |
Debt securities, Unrealized Losses | (193) | |
Debt securities, Aggregate Fair Value | 69,250 | 69,798 |
Short-Term Marketable Securities | Corporate Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 63,810 | 120,480 |
Debt securities, Unrealized Losses | (792) | (2,222) |
Debt securities, Aggregate Fair Value | 63,018 | 118,258 |
Short-Term Marketable Securities | Money Market Accounts | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 38,291 | |
Debt securities, Aggregate Fair Value | 38,291 | 27,455 |
Short-Term Marketable Securities | Municipal Bonds | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 5,557 | 7,371 |
Debt securities, Unrealized Gains | 1 | |
Debt securities, Unrealized Losses | (23) | (80) |
Debt securities, Aggregate Fair Value | 5,535 | 7,291 |
Short-Term Marketable Securities | Yankee Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 2,347 | |
Debt securities, Unrealized Losses | (5) | |
Debt securities, Aggregate Fair Value | 2,342 | |
Short-Term Equity Securities | Money Market Accounts | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 27,455 | |
Long Term Equity Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Marketable and non-marketable securities, Amortized Cost Basis | 15,000 | 15,000 |
Marketable and non-marketable securities, Aggregate Fair Value | 15,000 | 15,000 |
Long Term Equity Securities | Preferred Stock Of Privately Held Company | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Marketable and non-marketable securities, Amortized Cost Basis | 15,000 | 15,000 |
Marketable and non-marketable securities, Aggregate Fair Value | 15,000 | 15,000 |
Debt Securities due After 1 Year through 5 Years | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 443,228 | 357,954 |
Debt securities, Unrealized Gains | 1,863 | 2 |
Debt securities, Unrealized Losses | (1,941) | (22,457) |
Debt securities, Aggregate Fair Value | 443,150 | 335,499 |
Debt Securities due After 1 Year through 5 Years | U.S. Government Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 247,104 | 152,435 |
Debt securities, Unrealized Gains | 1,262 | 2 |
Debt securities, Unrealized Losses | (578) | (6,349) |
Debt securities, Aggregate Fair Value | 247,788 | 146,088 |
Debt Securities due After 1 Year through 5 Years | U.S. Agency Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 156,150 | 92,054 |
Debt securities, Unrealized Gains | 161 | |
Debt securities, Unrealized Losses | (490) | (3,435) |
Debt securities, Aggregate Fair Value | 155,821 | 88,619 |
Debt Securities due After 1 Year through 5 Years | Corporate Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 12,885 | 80,647 |
Debt securities, Unrealized Losses | (765) | (4,756) |
Debt securities, Aggregate Fair Value | 12,120 | 75,891 |
Debt Securities due After 1 Year through 5 Years | Municipal Bonds | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 6,337 | 12,065 |
Debt securities, Unrealized Gains | 2 | |
Debt securities, Unrealized Losses | (48) | (217) |
Debt securities, Aggregate Fair Value | 6,291 | 11,848 |
Debt Securities due After 1 Year through 5 Years | Yankee Debt Securities | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 752 | 753 |
Debt securities, Unrealized Losses | (60) | (85) |
Debt securities, Aggregate Fair Value | 692 | 668 |
Debt Securities due After 1 Year through 5 Years | Redeemable Preferred Stock Investment | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 20,000 | 20,000 |
Debt securities, Unrealized Gains | 438 | |
Debt securities, Unrealized Losses | (7,615) | |
Debt securities, Aggregate Fair Value | 20,438 | 12,385 |
Debt Securities due After 5 Year through 10 Years | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 868 | 3,617 |
Debt securities, Unrealized Gains | 1 | |
Debt securities, Unrealized Losses | (10) | (83) |
Debt securities, Aggregate Fair Value | 859 | 3,534 |
Debt Securities due After 5 Year through 10 Years | Municipal Bonds | ||
Schedule Of Trading Securities And Other Trading Assets [Line Items] | ||
Debt securities, Amortized Cost Basis | 868 | 3,617 |
Debt securities, Unrealized Gains | 1 | |
Debt securities, Unrealized Losses | (10) | (83) |
Debt securities, Aggregate Fair Value | $ 859 | $ 3,534 |
Equity and Debt Securities - Ad
Equity and Debt Securities - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Available For Sale And Trading Securities [Line Items] | ||
Gross unrealized loss | $ 5.9 | $ 28.8 |
Fair Value Measurements - Infor
Fair Value Measurements - Information about Financial Assets Measured at Fair Value on Recurring Basis Based on Three-Tier Fair Value Hierarchy (Details) - Fair Value Measurements Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total equity securities, debt securities and cash equivalents | $ 823,981 | $ 833,206 |
U.S. Government Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 365,770 | 332,048 |
U.S. Agency Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 226,717 | 156,688 |
Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 75,138 | 194,149 |
U.S. Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 69,250 | 69,798 |
Money Market Accounts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents fair value disclosure | 38,291 | 27,455 |
Redeemable Preferred Stock Investment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 20,438 | 12,385 |
Preferred Stock Of Privately Held Company | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 15,000 | 15,000 |
Municipal Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 12,685 | 22,673 |
Yankee Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 692 | 3,010 |
Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total equity securities, debt securities and cash equivalents | 107,541 | 97,253 |
Level 1 | U.S. Treasury Bills | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 69,250 | 69,798 |
Level 1 | Money Market Accounts | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents fair value disclosure | 38,291 | 27,455 |
Level 2 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total equity securities, debt securities and cash equivalents | 681,002 | 708,568 |
Level 2 | U.S. Government Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 365,770 | 332,048 |
Level 2 | U.S. Agency Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 226,717 | 156,688 |
Level 2 | Corporate Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 75,138 | 194,149 |
Level 2 | Municipal Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 12,685 | 22,673 |
Level 2 | Yankee Debt Securities | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 692 | 3,010 |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total equity securities, debt securities and cash equivalents | 35,438 | 27,385 |
Level 3 | Redeemable Preferred Stock Investment | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | 20,438 | 12,385 |
Level 3 | Preferred Stock Of Privately Held Company | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total debt securities | $ 15,000 | $ 15,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value assets, transfers between levels, amount | $ 0 | $ 0 | $ 0 |
Fixed Assets - Major Classes of
Fixed Assets - Major Classes of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 135,097 | $ 124,634 |
Less: Accumulated depreciation | (51,633) | (43,281) |
Fixed assets, net | 83,464 | 81,353 |
Medical Lab Equipment | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 56,025 | 53,503 |
Medical Lab Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 months | |
Medical Lab Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 10 years | |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 11,222 | 11,804 |
Useful life in years | us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember | |
Building | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 9,781 | 6,731 |
Useful life in years | 39 years | |
Computer Software | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 7,982 | 6,982 |
Computer Software | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 1 year | |
Computer Software | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
Building Improvements | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 7,748 | 5,865 |
Building Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 6 months | |
Building Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 39 years | |
Computer Hardware | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 6,805 | 6,979 |
Computer Hardware | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 1 year | |
Computer Hardware | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
Aircraft | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 6,400 | 6,400 |
Useful life in years | 7 years | |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 3,860 | 4,248 |
Furniture and Fixtures | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 1 year | |
Furniture and Fixtures | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
Land Improvements | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 904 | 904 |
Land Improvements | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
Land Improvements | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 15 years | |
Automobile | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 445 | 797 |
Automobile | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 2 years | |
Automobile | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
General Equipment | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 115 | 44 |
General Equipment | Minimum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 3 years | |
General Equipment | Maximum | ||
Property Plant And Equipment [Line Items] | ||
Useful life in years | 5 years | |
Land | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 8,800 | 7,500 |
Assets Not Yet Placed in Service | ||
Property Plant And Equipment [Line Items] | ||
Fixed assets, gross | $ 15,010 | $ 12,877 |
Fixed Assets - Additional Infor
Fixed Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense on fixed assets | $ 17.5 | $ 25.5 | $ 9.3 |
Other Significant Balance She_3
Other Significant Balance Sheet Accounts - Schedule of Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Prepaid income taxes | $ 12,675 | $ 15,434 |
Prepaid expenses | 7,744 | 6,814 |
Reagents and supplies | 5,827 | 4,280 |
Marketable securities interest receivable | 4,994 | 2,525 |
Other receivable | 1,319 | 19,836 |
Total | $ 32,559 | $ 48,889 |
Other Significant Balance She_4
Other Significant Balance Sheet Accounts - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2023 | |
Other Significant Balance Sheet Accounts [Line Items] | ||
Maturities of marketable securities | $ 19,100 | |
Accrued legal liabilities | $ 1,276 | $ 7,026 |
Voluntary Disclosure Process | ||
Other Significant Balance Sheet Accounts [Line Items] | ||
Accrued legal liabilities | $ 6,900 |
Other Significant Balance She_5
Other Significant Balance Sheet Accounts - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued legal liabilities | $ 7,026 | $ 1,276 |
Accrued bonus and commission | 6,255 | 5,558 |
Payroll liabilities | 5,741 | 6,667 |
Other accrued liabilities | 4,215 | 2,134 |
Operating lease liabilities - short term | 3,957 | 6,132 |
Vacation accrual | 3,543 | 3,214 |
Total | $ 30,737 | $ 24,981 |
Other Significant Balance She_6
Other Significant Balance Sheet Accounts - Schedule of other long-term liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Operating lease liabilities, long term | $ 7,147 | $ 8,795 |
Other long-term liabilities | 4,973 | 6,068 |
Notes payable, long term | 2,964 | 3,372 |
Total | $ 15,084 | $ 18,235 |
Reportable Segment and Geogra_3
Reportable Segment and Geographical Information - Additional Information (Details) - Segment | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting [Abstract] | |||
Number of reporting segments | 1 | 2 | 1 |
Number of operating segments | 2 |
Reportable Segment and Geogra_4
Reportable Segment and Geographic Information - Schedule of Information Regarding Operations and Assets for Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 289,213 | $ 618,968 | $ 992,584 |
Operating (loss) income | (195,529) | 178,527 | 675,953 |
Depreciation and Amortization | 26,143 | 32,662 | 11,004 |
Assets | 1,235,328 | 1,386,053 | |
Laboratory Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 289,213 | 618,968 | 992,584 |
Operating (loss) income | (180,585) | 179,343 | 675,953 |
Depreciation and Amortization | 25,453 | 32,557 | 11,004 |
Assets | 1,146,192 | 1,292,821 | |
Laboratory Services | Precision Diagnostics | |||
Segment Reporting Information [Line Items] | |||
Revenue | 131,990 | 93,685 | 82,565 |
Laboratory Services | Anatomic Pathology | |||
Segment Reporting Information [Line Items] | |||
Revenue | 104,655 | 74,799 | 0 |
Laboratory Services | COVID-19 | |||
Segment Reporting Information [Line Items] | |||
Revenue | 27,152 | 437,507 | 899,699 |
Laboratory Services | BioPharma Services | |||
Segment Reporting Information [Line Items] | |||
Revenue | 25,416 | 12,977 | 10,320 |
Therapeutic Development | |||
Segment Reporting Information [Line Items] | |||
Revenue | 0 | 0 | 0 |
Operating (loss) income | (14,944) | (816) | 0 |
Depreciation and Amortization | 690 | 105 | $ 0 |
Assets | $ 89,136 | $ 93,232 |
Reportable Segment and Geogra_5
Reportable Segment and Geographical Information - Summary of Revenue by Geographic Distribution (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 289,213 | $ 618,968 | $ 992,584 |
United States | |||
Segment Reporting Information [Line Items] | |||
Revenue | 268,977 | 603,148 | 978,978 |
Foreign | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 20,236 | $ 15,820 | $ 13,606 |
Reportable Segment and Geogra_6
Reportable Segment and Geographical Information - Summary of Property, Plant and Equipment, Net by Geographic Distribution (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Fixed assets, net | $ 83,464 | $ 81,353 |
United States | ||
Segment Reporting Information [Line Items] | ||
Fixed assets, net | 77,938 | 72,617 |
Foreign | ||
Segment Reporting Information [Line Items] | ||
Fixed assets, net | $ 5,526 | $ 8,736 |
Debt, Commitments and Conting_2
Debt, Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt, Commitments and Contingencies [Line Items] | ||||
Notes payable, current portion | $ 1,183,000 | $ 5,639,000 | ||
Notes payable, noncurrent portion | 2,964,000 | 3,372,000 | ||
Purchase obligations | 51,900,000 | |||
Purchase obligations, payable within twelve months | 29,700,000 | |||
Purchase obligations, payable within next five years | 22,200,000 | |||
Estimated and recorded liability | 6,900,000 | |||
HRSA Uninsured Program Member | ||||
Debt, Commitments and Contingencies [Line Items] | ||||
Contingencies reimbursements | 548,900,000 | $ 548,900,000 | $ 548,900,000 | |
Xilong Scientific | ||||
Debt, Commitments and Contingencies [Line Items] | ||||
Notes payable | 775,000 | |||
Xilong Scientific | FF Gene Biotech | ||||
Debt, Commitments and Contingencies [Line Items] | ||||
Interest expense | $ 37,000 | $ 304,000 | 177,000 | |
Debt instrument, interest rate terms | The notes payable to Xilong Scientific is due on March 31, 2024, and the interest rate on the loan is 4.97%. | |||
Debt instrument, interest rate | 4.97% | |||
Installment Sale Contract | ||||
Debt, Commitments and Contingencies [Line Items] | ||||
Notes payable | $ 3,400,000 | $ 0 | ||
Notes payable, current portion | $ 408,000 | |||
Debt instrument, interest rate terms | The notes payable related to the installment sale are due in February 2030, and the interest rate is 1.08%. | |||
Debt instrument, interest rate | 1.08% | |||
Installment Sale Contract | Other Long-Term Liabilities | ||||
Debt, Commitments and Contingencies [Line Items] | ||||
Notes payable, noncurrent portion | $ 3,000,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2023 Laboratory | |
Lessee Lease Description [Line Items] | |
Operating leases term of expiration | 2033-04 |
Finance leases term of expiration | 2026-12 |
Number of laboratories certified under clinical laboratory improvement | 2 |
Building | |
Lessee Lease Description [Line Items] | |
Remaining terms including renewal options | 1 year |
Leases - Schedule of Operating
Leases - Schedule of Operating and Finance Lease Right-of-Use Asset, Short-term Lease Liabilities, and Long-term Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease ROU asset, net | $ 10,838 | $ 14,784 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets |
Operating lease liabilities, short term | $ 3,957 | $ 6,132 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Operating lease liabilities, long term | $ 7,147 | $ 8,795 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Finance lease ROU asset, net | $ 1,316 | $ 2,784 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets |
Finance lease liabilities, short term | $ 544 | $ 943 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Finance lease liabilities, long term | $ 760 | $ 1,818 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating and Financing Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease cost | $ 6,875 | $ 5,429 | $ 1,262 |
Finance lease cost: | |||
Amortization of ROU assets | 758 | 683 | 7 |
Interest on lease liabilities | 80 | 95 | 1 |
Short-term lease cost | 1,758 | 1,528 | 296 |
Total lease cost | $ 9,471 | $ 7,735 | $ 1,566 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Leases (Details) | Dec. 31, 2023 |
Leases [Abstract] | |
Weighted average remaining lease term - operating leases | 4 years 4 months 13 days |
Weighted average discount rate - operating leases | 4.02% |
Weighted average remaining lease term -finance leases | 2 years 7 months 28 days |
Weighted average discount rate - finance leases | 3.74% |
Leases - Schedule of Maturity A
Leases - Schedule of Maturity Analysis of Operating and Finance Lease Liabilities using Undiscounted Cash Flows on an Annual Basis (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Operating Leases | |
2024 | $ 4,309 |
2025 | 2,358 |
2026 | 1,782 |
2027 | 1,693 |
2028 | 550 |
Thereafter | 1,550 |
Total lease payments | 12,242 |
Less imputed interest | (1,138) |
Total | 11,104 |
Finance Lease | |
2024 | 532 |
2025 | 470 |
2026 | 366 |
Total lease payments | 1,368 |
Less imputed interest | (64) |
Total | $ 1,304 |
Leases - Schedule of Lease Inco
Leases - Schedule of Lease Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Lease income | $ 154 | $ 269 | $ 413 |
Variable lease income | 10 | 12 | 7 |
Total lease income | $ 164 | $ 281 | $ 420 |
Operating Lease, Lease Income, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and Other Income | Interest and Other Income | Interest and Other Income |
Leases - Schedule of Future Fix
Leases - Schedule of Future Fixed Lease Payments from Tenants for All Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 90 |
Total | $ 90 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Equity-Based Compensation Expenses as Part of Cost of Revenue and Operating Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total Equity-based compensation expense | $ 42,922 | $ 32,640 | $ 15,882 |
Cost of Revenue | |||
Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total Equity-based compensation expense | 9,749 | 8,704 | 3,563 |
Research and Development | |||
Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total Equity-based compensation expense | 14,873 | 10,449 | 6,326 |
Selling and Marketing | |||
Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total Equity-based compensation expense | 4,964 | 4,373 | 2,513 |
General and Administrative | |||
Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Total Equity-based compensation expense | $ 13,336 | $ 9,114 | $ 3,480 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity for Options to Acquire Common Shares (Details) - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Units/Shares Subject to Options, Beginning Balance | 212 | 216 | 287 | |
Number of Units/Shares Subject to Options, Granted | 20 | 10 | 5 | |
Number of Units/Shares Subject to Options, Exercised | (9) | (5) | (76) | |
Number of Units/Shares Subject to Options, Canceled | (9) | |||
Number of Units/Shares Subject to Options, Ending Balance | 223 | 212 | 216 | 287 |
Number of Units/Shares Subject to Options, Exercisable | 196 | |||
Weighted-Average Exercise Price Per Shares, Beginning Balance | $ 4.21 | $ 3.42 | $ 1.59 | |
Weighted-Average Exercise Price Per Shares, Granted | 33.14 | 59.54 | 73.64 | |
Weighted-Average Exercise Price Per Shares, Exercised | 0.38 | 7.16 | 1.13 | |
Weighted-Average Exercise Price Per Shares, Canceled | 43.30 | |||
Weighted-Average Exercise Price Per Shares, Ending Balance | 6.96 | 4.21 | 3.42 | $ 1.59 |
Weighted-Average Exercise Price Per Shares, Exercisable | 2.40 | |||
Weighted-Average Grant Date Fair Value, Granted | 24.85 | 44.56 | 56.34 | |
Weighted-Average Grant Date Fair Value, Exercised | $ 10.76 | 7.41 | $ 8.40 | |
Weighted-Average Grant Date Fair Value, Canceled | $ 33.53 | |||
Weighted-Average Remaining Contractual Life (in years) | 3 years 3 months 18 days | 3 years 8 months 12 days | 4 years 7 months 6 days | 5 years 6 months |
Weighted-Average Remaining Contractual Life (in years), Exercisable | 2 years 6 months | |||
Aggregate Intrinsic Value, Balance | $ 4,906 | $ 5,420 | $ 20,965 | $ 14,484 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Tax (expense) benefit realized from deductions to awards vested or exercised | $ (2,700,000) | $ 2,100,000 | $ 13,300,000 |
Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total fair value of options vested | 172,000 | 126,000 | 76,000 |
Unrecognized compensation expense | $ 695,000 | ||
Expected to be recognized, weighted-average period | 2 years 10 months 24 days | ||
Restricted Stock Units (RSUs) | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected to be recognized, weighted-average period | 2 years 6 months | ||
Total compensation cost not yet recognized on grant date | $ 29,300,000 | $ 94,800,000 | $ 45,500,000 |
Unrecognized compensation expense | $ 86,800,000 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Activity for RSUs Relating to Shares of Company's Common Stock (Details) - Restricted Stock Units (RSUs) - 2016 Omnibus Incentive Plan - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Number of Shares, Beginning Balance | 2,631 | 1,619 | 2,085 |
Number of Shares, Granted | 853 | 1,895 | 477 |
Number of Shares, Vested and settled | (1,066) | (699) | (836) |
Number of Shares, Forfeited | (208) | (184) | (107) |
Number of Shares, Ending Balance | 2,210 | 2,631 | 1,619 |
Weighted-Average Grant-Date Fair Value, Balance | $ 47.76 | $ 40.74 | $ 17.93 |
Weighted-Average Grant-Date Fair Value, Granted | 34.38 | 49.98 | 95.33 |
Weighted-Average Grant-Date Fair Value, Vested and settled | 43.84 | 34.01 | 15.43 |
Weighted-Average Grant-Date Fair Value, Forfeited | 54.72 | 61.11 | 37.83 |
Weighted-Average Grant-Date Fair Value, Balance | $ 43.84 | $ 47.76 | $ 40.74 |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Weighted-Average Assumptions Used to Estimate Fair Value of Options to Acquire Shares of Company's Common Stock (Details) - Options | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Risk-free interest rates | 3.80% | 2.60% | 1.10% |
Expected volatility | 87.30% | 88.70% | 94.60% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income (Loss) Before Income Taxes and and Gain on Equity-Method Investments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
U.S. (loss) income before income taxes and gain on equity-method investments | $ (147,464) | $ 189,406 | $ 681,403 |
Foreign loss before income taxes and gain on equity-method investments | (26,621) | (5,381) | (4,103) |
(Loss) income before income taxes and gain on equity-method investments | $ (174,085) | $ 184,025 | $ 677,300 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (5,590) | $ 31,140 | $ 131,907 |
State | (4,722) | 19,242 | 51,076 |
Total Current | (10,312) | 50,382 | 182,983 |
Deferred: | |||
Federal | (12,771) | (3,763) | (7,471) |
State | 4,100 | (4,517) | (717) |
Foreign | (188) | 224 | 669 |
Change in valuation allowance | 20,325 | (224) | (669) |
Total Deferred | 11,466 | (8,280) | (8,188) |
Total income tax expense | $ 1,154 | $ 42,102 | $ 174,795 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Difference between Federal Statutory Income Tax Rate and Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Tax provision at federal statutory rate | 21% | 21% | 21% |
State taxes | 0.22% | 9.03% | 6.13% |
Uncertain tax positions | 0.18% | 0.92% | 0.05% |
Stock based compensation | (1.65%) | (1.12%) | (1.96%) |
Nondeductible compensation - 162(m) | (0.55%) | 0% | 0% |
Goodwill impairment | (10.62%) | 0% | 0% |
Federal return to provision | (0.21%) | (3.92%) | (0.17%) |
State return to provision | 3.41% | (2.02%) | (0.14%) |
Other permanent differences | (1.15%) | 1.33% | 1.09% |
Research & development credit | 3.19% | (2.98%) | (0.33%) |
Foreign tax rate differential | (2.42%) | 0% | 0% |
Other | 0.11% | 0.34% | 0.19% |
Change in valuation allowance | (12.20%) | 0.12% | (0.10%) |
Effective tax rate | (0.69%) | 22.70% | 25.76% |
Income Taxes - Summary of Eleme
Income Taxes - Summary of Elements of Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Accrued vacation and other accrued expenses | $ 807 | $ 1,488 |
Provision for credit losses | 818 | 10,255 |
Net operating losses | 17,496 | 16,345 |
Stock based compensation | 906 | 2,550 |
State income taxes | 211 | 4,892 |
Excess tax basis in FF Gene Biotech net assets | 2,256 | 2,032 |
Lease liability | 2,345 | 4,086 |
Unrealized gain/loss on available-for-sale debt securities | 406 | 7,664 |
Research and development credits | 1,258 | |
Section 174 research & experimental expenditures | 18,606 | 6,573 |
Equity loss in investment | 503 | 503 |
Other | 107 | 199 |
Gross deferred tax assets | 45,719 | 56,587 |
Less: Valuation allowance | (15,900) | (2,832) |
Net deferred tax assets | 29,819 | 53,755 |
Deferred tax liabilities | ||
Intangible assets | 30,558 | 39,199 |
Depreciation | 3,901 | 5,500 |
Right of use asset | 2,299 | 4,056 |
Other | 1,023 | 1,496 |
Total deferred tax liabilities | 37,781 | 50,251 |
Net deferred tax assets | $ 3,504 | |
Net deferred tax assets (liabilities) | $ (7,962) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||
Valuation allowance | $ 15,900,000 | $ 2,832,000 | ||
Increase in valuation allowance | (20,325,000) | 224,000 | $ 669,000 | |
Unrecognized income tax benefit | 5,833,000 | 9,742,000 | $ 710,000 | $ 377,000 |
Unrecognized income tax benefit that would impact effective tax rate if recognized | 2,300,000 | |||
Accrual for interests | 145,000 | 94,000 | ||
Interest recognized | $ 145,000 | $ 94,000 | ||
Earliest Tax Year | ||||
Income Taxes [Line Items] | ||||
Years subject to income tax examination | 2018 | |||
Latest Tax Year | ||||
Income Taxes [Line Items] | ||||
Years subject to income tax examination | 2023 | |||
Research and Development Credits and Depreciation Adjustments | ||||
Income Taxes [Line Items] | ||||
Increase in valuation allowance | $ 13,100,000 | |||
Federal | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 63,000,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 63,000,000 | |||
Net operating loss carryforwards expiration beginning year | 2024 | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 13,600,000 | |||
Net operating loss carryforwards expiration beginning year | 2024 | |||
Net operating loss carryforwards expiration ending year | 2028 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of year | $ 9,742 | $ 710 | $ 377 |
Increases to prior year positions | 2,843 | ||
Decreases to prior year positions | (3,845) | ||
Increases for current year positions | 6,189 | 333 | |
Decreases for current year positions | (64) | ||
Balance at end of year | $ 5,833 | $ 9,742 | $ 710 |
Income (Loss) per Share - Recon
Income (Loss) per Share - Reconciliation of Basic and Diluted Income (Loss) Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share Basic And Diluted [Line Items] | |||
Net (loss) income attributable to common shareholders | $ (167,825) | $ 143,403 | $ 507,364 |
Weighted-average common shares - outstanding, basic | 29,784 | 30,097 | 29,408 |
Weighted-average effect of dilutive securities: | |||
Contingently issuable shares | 55 | ||
Weighted-average common shares - outstanding, diluted | 29,784 | 30,964 | 30,976 |
(Loss)/earnings per share, basic | $ (5.63) | $ 4.76 | $ 17.25 |
(Loss)/earnings per share, diluted | $ (5.63) | $ 4.63 | $ 16.38 |
Stock Options | |||
Weighted-average effect of dilutive securities: | |||
Share-based payment arrangements | 199 | 230 | |
Restricted Stock Units | |||
Weighted-average effect of dilutive securities: | |||
Share-based payment arrangements | 613 | 1,338 |
Income (Loss) per Share - Anti-
Income (Loss) per Share - Anti-dilutive Securities Excluded from Calculation of Diluted Income Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted income per share | 224 | 10 | 5 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted income per share | 2,210 | 728 | 182 |
Contingently Issuable Shares | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from calculation of diluted income per share | 186 | 0 | 0 |
Retirement Plans - Additional I
Retirement Plans - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Company matching contributions to the 401(k) plan | $ 3,200,000 | $ 2,500,000 | $ 697,000 |
Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching contribution, percent of match | 3% |
Related Party - Additional Info
Related Party - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Due to related parties | $ 164,000 | $ 5,301,000 | |
AHMC Healthcare Inc. | Genetic Sequencing Services | |||
Related Party Transaction [Line Items] | |||
Revenue from related parties | $ 125,000 | $ 1,500,000 | $ 3,400,000 |
Revenue, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Trade accounts receivable, net from related parties | $ 13,000 | $ 93,000 | |
Accounts Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |
PTJ Associates Inc | |||
Related Party Transaction [Line Items] | |||
Operating costs and expenses | $ 0 | $ 235,000 | $ 142,000 |
Operating Cost and Expense, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember |
Accounts payable | $ 0 | $ 0 | |
Accounts Payable, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |
ANP Technologies Inc | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 607,000 | |
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | us-gaap:RelatedPartyMember | |
Purchased from related parties | $ 2,400,000 | $ 1,200,000 | $ 0 |
ANP Technologies Inc | Employee Service Agreements | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 29,000 | ||
Other Liability, Current, Related Party, Type [Extensible Enumeration] | us-gaap:RelatedPartyMember | ||
Service of related party | $ 115,000 | ||
ANP Technologies, Inc., | Ming Hsieh | |||
Related Party Transaction [Line Items] | |||
Ownership percentage | 20% |
Business Combinations Additiona
Business Combinations Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 07, 2022 | Apr. 26, 2022 | Apr. 16, 2022 | Aug. 31, 2021 | May 31, 2021 | Apr. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 22,055,000 | $ 143,027,000 | |||||||
Revenue | 289,213,000 | 618,968,000 | $ 992,584,000 | ||||||
Operating income (loss) | (195,529,000) | 178,527,000 | 675,953,000 | ||||||
Fair value of noncontrolling interest | $ (2,815,000) | 3,190,000 | |||||||
Contigent consideration paid | 10,000,000 | ||||||||
Xilong Scientific [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest to be made in joint venture | 72% | ||||||||
Ownership Post -Restructuring of FF Gene Biotech | |||||||||
Business Acquisition [Line Items] | |||||||||
Minority interest ownership percentage | 28% | ||||||||
Inform Diagnostics | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of acquisition of outstanding equity | 100% | ||||||||
Total purchase price payable | $ 170,000,000 | ||||||||
Goodwill | $ 71,845,000 | ||||||||
Identifiable intangible assets | 57,060,000 | ||||||||
Revenue | 83,600,000 | ||||||||
Operating income (loss) | 17,000,000 | ||||||||
Acquisition related transaction costs | 9,600,000 | ||||||||
Other adjustments related to net income | 772,000 | 2,300 | |||||||
Other adjustments related to revenue | 962,000 | 3,900,000 | |||||||
Inform Diagnostics | Selling, General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related transaction costs | 6,600,000 | ||||||||
Inform Diagnostics | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 54,000,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 14 years | ||||||||
Inform Diagnostics | Trade Name | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 2,700,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 7 years | ||||||||
Inform Diagnostics | In-Place Lease Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 360,000,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 5 years | ||||||||
Cytometry Specialists, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of acquisition of outstanding equity | 100% | ||||||||
Total purchase price payable | $ 53,359,000 | ||||||||
Goodwill | 27,484,000 | ||||||||
Identifiable intangible assets | 30,540,000 | ||||||||
Undiscounted amounts required to pay under contingent consideration agreement, minimum | 0 | ||||||||
Undiscounted amounts required to pay under contingent consideration agreement, maximum | 10,000,000 | ||||||||
Fair value of the contingent consideration recognized | 10,000,000 | ||||||||
Contigent consideration paid | 10,000,000 | ||||||||
Cytometry Specialists, Inc | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 27,600,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 12 years | ||||||||
Cytometry Specialists, Inc | Trade Name | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 1,100,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 10 years | ||||||||
Cytometry Specialists, Inc | Laboratory Information System Platform | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 1,900,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 5 years | ||||||||
Fulgent Pharma Holdings, Inc | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of acquisition of outstanding equity | 100% | ||||||||
Goodwill | $ 22,100,000 | ||||||||
Revenue | 0 | ||||||||
Operating income (loss) | 816,000 | ||||||||
Restricted cash | $ 5,000,000 | ||||||||
Fulgent Pharma Holdings, Inc | Restricted Stock Units | |||||||||
Business Acquisition [Line Items] | |||||||||
Restricted stock units vesting period | 4 years | ||||||||
Fulgent Pharma Holdings, Inc | Selling, General and Administrative Expenses | |||||||||
Business Acquisition [Line Items] | |||||||||
Acquisition related transaction costs | $ 1,400,000 | ||||||||
Fulgent Pharma Holdings, Inc | Research and Development | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 64,600,000 | ||||||||
FF Gene Biotech | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of acquisition of outstanding equity | 30% | ||||||||
Total purchase price payable | $ 22,708,000 | $ 19,000,000 | |||||||
Goodwill | 23,082,000 | ||||||||
Identifiable intangible assets | 6,958,000 | ||||||||
Business Combination,Fair value of noncontrolling interest | $ 8,141,000 | $ 8,100,000 | |||||||
Percentage of effective investment | 42% | ||||||||
Gain recognized on preexisting investment | $ 3,700,000 | ||||||||
Percentage of preexisting equity interest | 30% | 30% | |||||||
FF Gene Biotech | Discount for Lack of Marketability | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, measurement input | 0.28 | ||||||||
FF Gene Biotech | Discount Owed to Market Participant Acquisition Premium | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, measurement input | 0.10 | ||||||||
FF Gene Biotech | Discount | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, measurement input | 0.35 | ||||||||
FF Gene Biotech | Customer Relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 1,200,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 5 years | ||||||||
FF Gene Biotech | Royalty-Free Technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Identifiable intangible assets | $ 5,700,000 | ||||||||
Estimated amortization life of identified intangible assets assumed | 10 years |
Business Combinations - Summary
Business Combinations - Summary of Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Apr. 26, 2022 | Apr. 16, 2022 | Aug. 31, 2021 | May 31, 2021 | Apr. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||
Cash, net of cash received | $ 399 | $ 172,679 | $ 61,868 | |||||
Goodwill | $ 22,055 | $ 143,027 | ||||||
Inform Diagnostics | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash, net of cash received | $ 137,755 | |||||||
Total Considerations | $ 170,000 | |||||||
Net working capital | (15,024) | |||||||
Fixed assets | 20,242 | |||||||
ROU assets - operating | 12,653 | |||||||
ROU assets - finance | 1,183 | |||||||
Deferred tax assets | 3,410 | |||||||
Other long-term assets | 4,711 | |||||||
Identifiable intangible assets | 57,060 | |||||||
Operating lease liabilities | (12,653) | |||||||
Finance lease liabilities | (1,183) | |||||||
Income tax payable | (40) | |||||||
Other long-term liabilities | (4,449) | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed, net | 65,910 | |||||||
Goodwill | 71,845 | |||||||
Total | $ 137,755 | |||||||
FF Gene Biotech | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash, net of cash received | $ 18,974 | |||||||
Fair value of the Company's 30% equity interest held before the business combination | 3,734 | |||||||
Total Considerations | 22,708 | $ 19,000 | ||||||
Financial assets | 3,181 | |||||||
Reagents and supplies | 1,288 | |||||||
Fixed assets | 3,874 | |||||||
Other tangible assets | 944 | |||||||
Identifiable intangible assets | 6,958 | |||||||
Other current liabilities | (2,585) | |||||||
Notes payable | (5,893) | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed, net | 7,767 | |||||||
Noncontrolling interest | (8,141) | $ (8,100) | ||||||
Goodwill | 23,082 | |||||||
Total | $ 22,708 | |||||||
Cytometry Specialists, Inc | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 43,359 | |||||||
Contingent consideration | 10,000 | |||||||
Total Considerations | 53,359 | |||||||
Debt-free net working capital | 4,270 | |||||||
Fixed assets | 6,855 | |||||||
ROU assets - operating | 4,988 | |||||||
ROU assets - finance | 49 | |||||||
Other long-term assets | 160 | |||||||
Identifiable intangible assets | 30,540 | |||||||
Deferred tax liability | (9,881) | |||||||
Operating lease liabilities | (4,988) | |||||||
Finance lease liabilities | (49) | |||||||
Other long-term liabilities | (6,069) | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed, net | 25,875 | |||||||
Goodwill | 27,484 | |||||||
Total | $ 53,359 |
Business Combinations - Summa_2
Business Combinations - Summary of Consideration Paid and Amount of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) | Dec. 31, 2021 | May 31, 2021 |
FF Gene Biotech | ||
Business Acquisition [Line Items] | ||
Fair value equity interest held before the business combination | 30% | 30% |
Business Combinations - Summa_3
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Revenue | $ 24,022 | |
Inform Diagnostics | ||
Business Acquisition [Line Items] | ||
Revenue | $ 659,386 | 1,140,184 |
Net income attributable to Fulgent | $ 140,288 | $ 493,313 |
Basic earnings per common share attributable to Fulgent | $ 4.66 | $ 16.77 |
Diluted earnings per common share attributable to Fulgent | $ 4.53 | $ 15.93 |
Business Combinations - Summa_4
Business Combinations - Summary of Revenue and Operating Income or Loss (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |
Net Sales | $ 24,022 |
Operating Income (loss) | (2,756) |
FF Gene Biotech | |
Business Acquisition [Line Items] | |
Net Sales | 6,632 |
Operating Income (loss) | (3,894) |
Cytometry Specialists, Inc | |
Business Acquisition [Line Items] | |
Net Sales | 17,390 |
Operating Income (loss) | $ 1,138 |
Stock Repurchase Program - Addi
Stock Repurchase Program - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |||
Stock repurchase program, authorized amount | $ 250,000,000 | ||
Number of shares repurchased | 953,000 | 1,800,000 | |
Aggregate cost of shares repurchased | $ 25,060,000 | $ 74,337,000 | |
Stock repurchase program, remaining authorized amount | $ 150,700,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summaries of Goodwill and Acquisitions-Related Intangibles Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 22,055 | $ 143,027 | |
Acquisitions-related intangibles, net | 78,463 | ||
Total intangible assets, net | 143,053 | 150,643 | |
Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | 120,972 | $ 50,897 | |
Acquisitions-related intangibles, net | 78,463 | 86,053 | |
Therapeutic Development | |||
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | 22,055 | 22,055 | |
Acquisitions-related intangibles, gross | 64,590 | 64,590 | |
In-Process Research & Development | Therapeutic Development | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | 64,590 | 64,590 | |
Royalty-Free Technology | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | 5,211 | 5,364 | |
Less: accumulated amortization | (1,390) | (894) | |
Acquisitions-related intangibles, net | $ 3,821 | 4,470 | |
Weighted-Average Amortization Period | 10 years | ||
Customer Relationships | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | $ 83,119 | 82,750 | |
Less: accumulated amortization | (12,586) | (6,215) | |
Acquisitions-related intangibles, net | $ 70,533 | 76,535 | |
Weighted-Average Amortization Period | 13 years | ||
Trade Name | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | $ 3,790 | 3,790 | |
Less: accumulated amortization | (906) | (412) | |
Acquisitions-related intangibles, net | $ 2,884 | 3,378 | |
Weighted-Average Amortization Period | 8 years | ||
In-Place Lease Intangible Assets | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | $ 360 | 360 | |
Less: accumulated amortization | (116) | (46) | |
Acquisitions-related intangibles, net | $ 244 | 314 | |
Weighted-Average Amortization Period | 5 years | ||
Laboratory Information System Platform | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | $ 1,860 | 1,860 | |
Less: accumulated amortization | (899) | (527) | |
Acquisitions-related intangibles, net | $ 961 | 1,333 | |
Weighted-Average Amortization Period | 5 years | ||
Purchased Patent | Laboratory Services | |||
Goodwill And Intangible Assets [Line Items] | |||
Acquisitions-related intangibles, gross | $ 28 | 29 | |
Less: accumulated amortization | (8) | (6) | |
Acquisitions-related intangibles, net | $ 20 | $ 23 | |
Weighted-Average Amortization Period | 10 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 Segment | Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | |
Goodwill And Intangible Assets [Line Items] | |||||
Number of operating segments | Segment | 2 | ||||
Number of reporting segments | Segment | 1 | 2 | 1 | ||
Amortization of intangible assets | $ 7,845 | $ 6,497 | $ 1,708 | ||
Pre-tax impairment loss | $ 0 | $ 120,234 | |||
Laboratory Services | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 25% | ||||
Percentage Residual Revenue Growth Rate | 2.50% | ||||
Pre-tax impairment loss | $ 120,234 | ||||
Laboratory Services | Weighted average cost of capital | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 13% | ||||
Laboratory Services | Market approach | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 50% | ||||
Laboratory Services | Income approach | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 50% | ||||
Therapeutic Development | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 15% | ||||
Therapeutic Development | IPR&D | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 11% | ||||
Therapeutic Development | Weighted average cost of capital | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 36% | ||||
Therapeutic Development | Income approach | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting unit, percentage of fair value in excess of carrying amount | 100% | ||||
Therapeutic Development | Fair value | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting Unit | $ 74,200 | ||||
Therapeutic Development | Fair value | IPR&D | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting Unit | 71,500 | ||||
Therapeutic Development | Carrying value | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting Unit | 64,300 | ||||
Therapeutic Development | Carrying value | IPR&D | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Reporting Unit | $ 64,600 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Carrying Amount of Goodwill, Net of Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | $ 143,027 | ||
Impairment | $ 0 | (120,234) | |
Goodwill, Ending Balance | 22,055 | $ 143,027 | |
Laboratory Services | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 120,972 | 50,897 | |
Goodwill acquired during year | 0 | 71,845 | |
Impairment | (120,234) | ||
Foreign currency impact | (738) | (1,770) | |
Goodwill, Ending Balance | 120,972 | ||
Therapeutic Development | |||
Goodwill [Line Items] | |||
Goodwill, Beginning Balance | 22,055 | ||
Goodwill acquired during year | 22,055 | ||
Goodwill, Ending Balance | $ 22,055 | $ 22,055 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Summary of Annual Amortization Expense For Acquisition-Related Intangibles (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Finite Lived Intangible Assets [Line Items] | |
2024 | $ 7,976 |
2025 | 7,976 |
2026 | 7,671 |
2027 | 7,210 |
2028 | 7,175 |
Thereafter | 40,455 |
Acquisitions-related intangibles, net | $ 78,463 |