Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2021 | Jan. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | 23ANDME HOLDING CO. | |
Entity Central Index Key | 0001804591 | |
Entity File Number | 001-39587 | |
Entity Tax Identification Number | 87-1240344 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Address, Address Line One | 223 N | |
Entity Address, Address Line Two | Mathilda Avenue | |
Entity Address, City or Town | Sunnyvale | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94086 | |
Local Phone Number | 938-6300 | |
City Area Code | 650 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | ME | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 211,165,602 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 235,962,975 |
Condensed Consolidated Balance
Condensed Consolidated Balance sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Current assets: | ||
Cash | $ 586,204 | $ 282,489 |
Restricted cash | 1,599 | 1,399 |
Accounts receivable, net | 23,560 | 2,481 |
Inventories | 17,132 | 6,239 |
Deferred cost of revenue | 16,112 | 5,482 |
Prepaid expenses and other current assets | 25,253 | 15,485 |
Total current assets | 669,860 | 313,575 |
Property and equipment, net | 52,249 | 60,884 |
Operating lease right-of-use assets | 57,390 | 63,122 |
Restricted cash, non-current | 6,974 | 6,974 |
Internal-use software, net | 8,410 | 6,889 |
Intangible assets | 78,458 | 0 |
Goodwill | 351,598 | 0 |
Other assets | 1,376 | 654 |
Total assets | 1,226,315 | 452,098 |
Current liabilities: | ||
Accounts payable (related party amounts of nil and $4,422 as of December 31, 2021 and March 31, 2021, respectively) | 14,418 | 12,271 |
Accrued expenses and other current liabilities (related party amounts of $12,480 and $7,065 as of December 31, 2021 and March 31, 2021, respectively) | 46,297 | 31,953 |
Deferred revenue (related party amounts of $26,171 and $30,140 as of December 31, 2021 and March 31, 2021, respectively) | 111,961 | 71,255 |
Operating lease liabilities | 6,875 | 6,140 |
Total current liabilities | 179,551 | 121,619 |
Operating lease liabilities, noncurrent | 80,832 | 87,582 |
Other liabilities | 4,758 | 1,165 |
Warrant liabilities | 0 | 0 |
Total liabilities | 265,141 | 210,366 |
Commitments and contingencies (Note 8) | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, $0.00001 par value per share, 10,000,000 and 209,512,070 shares authorized as of December 31, 2021 and March 31, 2021, respectively; nil and 209,181,855 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively; aggregate liquidation preference of nil and $874,107 as of December 31, 2021 and March 31, 2021, respectively | 0 | 837,351 |
Stockholders' equity (deficit) | ||
Common Stock - Class A shares, par value $0.0001, 199,176,879 and 20,713,076 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively; Class B shares, par value $0.0001, 246,970,302 and 103,816,708 shares issued and outstanding as of December 31, 2021 and March 31, 2021, respectively | 44 | 0 |
Additional paid-in capital | 2,086,350 | 381,619 |
Accumulated other comprehensive income | (36) | 0 |
Accumulated deficit | (1,125,184) | (977,238) |
Total stockholders’ equity (deficit) | 961,174 | (595,619) |
Total liabilities and stockholders’ equity (deficit) | $ 1,226,315 | $ 452,098 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Accounts receivable, net of allowance | $ 105 | $ 0 |
Accounts Payable, related party | 0 | 4,422 |
Accrued expenses and other current liabilities, related party | 12,480 | 7,065 |
Deferred revenue, current, related party | 26,171 | 30,140 |
Prepaid expenses and related party amounts | $ 207 | $ 0 |
Redeemable convertible preferred stock, Shares, Authorized | 209,512,070 | |
Redeemable convertible preferred stock, Shares, Issued | 209,181,855 | |
Redeemable convertible preferred stock, Shares, Outstanding | 0 | 209,181,855 |
Redeemable convertible preferred stock, Liquidation Preference | $ 874,107 | |
Redeemable Convertible Preferred Stock [Member] | ||
Redeemable convertible preferred stock, Par Value | $ 0.0001 | $ 0.00001 |
Redeemable convertible preferred stock, Shares, Authorized | 10,000,000 | 209,512,070 |
Redeemable convertible preferred stock, Shares, Issued | 0 | 209,181,855 |
Redeemable convertible preferred stock, Shares, Outstanding | 0 | 209,181,855 |
Redeemable convertible preferred stock, Liquidation Preference | $ 0 | $ 874,107 |
Class A Common Stock [Member] | ||
Common Stock, Par value | $ 0.0001 | $ 0.00001 |
Common Stock, Shares, Issued | 199,176,879 | 20,713,076 |
Common Stock, Shares, Outstanding | 199,176,879 | 20,713,076 |
Class B Common Stock [Member] | ||
Common Stock, Par value | $ 0.0001 | $ 0.00001 |
Common Stock, Shares, Issued | 246,970,302 | 103,816,708 |
Common Stock, Shares, Outstanding | 246,970,302 | 103,816,708 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue (related party amounts of $8,069 and $8,554 for the three months ended December 31, 2021 and 2020, respectively, and $29,281 and $30,221 for the nine months ended December 31, 2021 and 2020, respectively) | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
Cost of revenue (related party amounts of $(54) and $59 for the three months ended December 31, 2021 and 2020, respectively, and $209 and $(592) for the nine months ended December 31, 2021 and 2020, respectively) | 29,628 | 30,089 | 85,446 | 82,861 |
Gross profit | 27,263 | 25,388 | 85,888 | 72,477 |
Operating expenses: | ||||
Research and development (related party amounts of $6,300 and $4,238 for the three months ended December 31, 2021 and 2020, respectively, and $18,185 and $10,687 for the nine months ended December 31, 2021 and 2020, respectively) | 50,298 | 41,684 | 139,053 | 114,260 |
Sales and marketing | 41,979 | 12,258 | 70,987 | 31,242 |
General and administrative | 31,687 | 16,589 | 60,547 | 45,094 |
Total operating expenses | 123,964 | 70,531 | 270,587 | 190,596 |
Loss from operations | (96,701) | (45,143) | (184,699) | (118,119) |
Interest income | 76 | 53 | 213 | 195 |
Change in fair value of warrant liabilities | 3,695 | 0 | 32,989 | 0 |
Other (expense) income, net | 22 | 445 | 39 | 1,318 |
Loss before benefit for income taxes | (92,908) | (44,645) | (151,458) | (116,606) |
Benefit for income taxes | 3,512 | 0 | 3,512 | 0 |
Net loss | (89,396) | (44,645) | (147,946) | (116,606) |
Other comprehensive (loss) income | (36) | 0 | (36) | 0 |
Total comprehensive loss | $ (89,432) | $ (44,645) | $ (147,982) | $ (116,606) |
Net loss per share of Class A and Class B common stock attributable to common stockholders | ||||
Basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) |
Weighted-average shares used to compute net loss per share, basic and diluted | ||||
Basic and diluted | 426,591,111 | 96,974,875 | 334,491,905 | 95,185,171 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue from Related Parties | $ 8,069 | $ 8,554 | $ 29,281 | $ 30,221 |
Related party cost of revenue | (54) | 59 | 209 | (592) |
Related Party Research and Development Expense | $ 6,300 | $ 4,238 | $ 18,185 | $ 10,687 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Stock [Member] | Common Stock [Member]Previously Reported [Member] | Common Stock [Member]Recapitalization [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member]Previously Reported [Member] | Preferred Stock [Member]Redeemable Convertible Preferred Stock [Member]Recapitalization [Member] | Preferred Stock [Member]Series F-1 [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Previously Reported [Member] | Additional Paid-in Capital [Member]Recapitalization [Member] | Accumulated Other Comprehensive Income Loss | Accumulated Deficit [Member] | Accumulated Deficit [Member]Previously Reported [Member] |
Beginning Balance at Mar. 31, 2020 | $ (620,883) | $ (620,883) | $ 9 | $ 0 | $ 9 | $ 755,083 | $ 755,083 | $ 172,727 | $ 172,736 | $ (9) | $ (793,619) | $ (793,619) | |||
Beginning Balance, Shares at Mar. 31, 2020 | 101,652,799 | 44,318,298 | 57,334,501 | 198,274,933 | 86,443,341 | 111,831,592 | |||||||||
Issuance of common stock upon exercise of stock options | 1,139 | 1,139 | |||||||||||||
Shares Available for Grant, Exercised | 676,618 | ||||||||||||||
Vesting Early Exercised Stock Options | 4,241 | 4,241 | |||||||||||||
Stock-based compensation expense | 11,454 | 11,454 | |||||||||||||
Net loss | (35,770) | (35,770) | |||||||||||||
Ending Balance at Jun. 30, 2020 | (639,819) | $ 9 | $ 755,083 | 189,561 | (829,389) | ||||||||||
Ending Balance, Shares at Jun. 30, 2020 | 102,329,417 | 198,274,933 | |||||||||||||
Beginning Balance at Mar. 31, 2020 | (620,883) | (620,883) | $ 9 | $ 0 | $ 9 | $ 755,083 | $ 755,083 | 172,727 | 172,736 | (9) | (793,619) | (793,619) | |||
Beginning Balance, Shares at Mar. 31, 2020 | 101,652,799 | 44,318,298 | 57,334,501 | 198,274,933 | 86,443,341 | 111,831,592 | |||||||||
Vesting Early Exercised Stock Options | 14,892 | ||||||||||||||
Other comprehensive loss | 0 | ||||||||||||||
Net loss | (116,606) | ||||||||||||||
Ending Balance at Dec. 31, 2020 | (681,372) | $ 9 | $ 837,350 | 228,844 | (910,225) | ||||||||||
Ending Balance, Shares at Dec. 31, 2020 | 110,825,480 | 209,181,855 | |||||||||||||
Beginning Balance at Jun. 30, 2020 | (639,819) | $ 9 | $ 755,083 | 189,561 | (829,389) | ||||||||||
Beginning Balance, Shares at Jun. 30, 2020 | 102,329,417 | 198,274,933 | |||||||||||||
Issuance of common stock upon exercise of stock options | 827 | 827 | |||||||||||||
Shares Available for Grant, Exercised | 437,913 | ||||||||||||||
Issuance of common stock related to early exercise of stock options, shares | 6,881,095 | ||||||||||||||
Vesting Early Exercised Stock Options | 4,241 | 4,241 | |||||||||||||
Stock-based compensation expense | 10,964 | 10,964 | |||||||||||||
Net loss | (36,191) | (36,191) | |||||||||||||
Ending Balance at Sep. 30, 2020 | (659,978) | $ 9 | $ 755,083 | 205,593 | (865,580) | ||||||||||
Ending Balance, Shares at Sep. 30, 2020 | 109,648,425 | 198,274,933 | |||||||||||||
Issuance of common stock upon exercise of stock options | 1,746 | 1,746 | |||||||||||||
Shares Available for Grant, Exercised | 1,177,055 | ||||||||||||||
Issuance of Series F-1 preferred stock, net of issuance costs | $ 82,267 | ||||||||||||||
Issuance of Series F-1 preferred stock, net of issuance costs, Shares | 10,906,922 | ||||||||||||||
Vesting Early Exercised Stock Options | 6,410 | 6,410 | |||||||||||||
Stock-based compensation expense | 15,095 | 15,095 | |||||||||||||
Other comprehensive loss | 0 | ||||||||||||||
Net loss | (44,645) | (44,645) | |||||||||||||
Ending Balance at Dec. 31, 2020 | (681,372) | $ 9 | $ 837,350 | 228,844 | (910,225) | ||||||||||
Ending Balance, Shares at Dec. 31, 2020 | 110,825,480 | 209,181,855 | |||||||||||||
Beginning Balance at Mar. 31, 2021 | (595,619) | (595,619) | $ 12 | $ 0 | $ 12 | $ 837,351 | $ 837,351 | 381,607 | 381,619 | (12) | (977,238) | (977,238) | |||
Beginning Balance, Shares at Mar. 31, 2021 | 124,529,784 | 54,292,140 | 70,237,644 | 209,181,855 | 91,198,378 | 117,983,477 | |||||||||
Preferred stock conversion | 837,351 | $ 21 | $ (837,351) | 837,330 | |||||||||||
Preferred stock conversion, shares | 209,181,855 | 209,181,855 | |||||||||||||
Issuance of common stock upon Merger, net of transaction costs and Merger warrant liability | 200,579 | $ 5 | 200,574 | ||||||||||||
Issuance Of Common Stock Upon Merger And Merger Warrant Liability Shares | 46,901,747 | ||||||||||||||
Issuance of PIPE shares | 250,000 | $ 3 | 249,997 | ||||||||||||
Issuance of PIPE shares, shares | 25,000,000 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 2,553 | 2,553 | |||||||||||||
Shares Available for Grant, Exercised | 818,479 | ||||||||||||||
Stock-based compensation expense | 9,704 | 9,704 | |||||||||||||
Net loss | (42,026) | (42,026) | |||||||||||||
Ending Balance at Jun. 30, 2021 | 662,542 | $ 41 | $ 0 | 1,681,765 | (1,019,264) | ||||||||||
Ending Balance, Shares at Jun. 30, 2021 | 406,431,865 | 0 | |||||||||||||
Beginning Balance at Mar. 31, 2021 | $ (595,619) | $ (595,619) | $ 12 | $ 0 | $ 12 | $ 837,351 | $ 837,351 | 381,607 | $ 381,619 | $ (12) | (977,238) | $ (977,238) | |||
Beginning Balance, Shares at Mar. 31, 2021 | 124,529,784 | 54,292,140 | 70,237,644 | 209,181,855 | 91,198,378 | 117,983,477 | |||||||||
Shares Available for Grant, Exercised | 3,945,200 | ||||||||||||||
Other comprehensive loss | $ (36) | ||||||||||||||
Net loss | (147,946) | ||||||||||||||
Ending Balance at Dec. 31, 2021 | 961,174 | $ 44 | $ 0 | 2,086,350 | $ (36) | (1,125,184) | |||||||||
Ending Balance, Shares at Dec. 31, 2021 | 446,147,181 | 0 | |||||||||||||
Beginning Balance at Jun. 30, 2021 | 662,542 | $ 41 | $ 0 | 1,681,765 | (1,019,264) | ||||||||||
Beginning Balance, Shares at Jun. 30, 2021 | 406,431,865 | 0 | |||||||||||||
Issuance of common stock upon exercise of stock options | 2,905 | 2,905 | |||||||||||||
Shares Available for Grant, Exercised | 736,717 | ||||||||||||||
Stock-based compensation expense | 10,588 | 10,588 | |||||||||||||
Net loss | (16,524) | (16,524) | |||||||||||||
Ending Balance at Sep. 30, 2021 | 659,511 | $ 41 | $ 0 | 1,695,258 | (1,035,788) | ||||||||||
Ending Balance, Shares at Sep. 30, 2021 | 407,168,582 | 0 | |||||||||||||
Issuance of common stock for acquisition of business | 322,845 | $ 3 | 322,842 | ||||||||||||
Issuance of common stock for acquisition of business, Shares | 30,572,268 | ||||||||||||||
Issuance of Common Stock for Class A Common Stock Warrant Exercise | 42,354 | 42,354 | |||||||||||||
Issuance of Common Stock for Class A Common Stock Warrant Exercise, Shares | 6,016,327 | ||||||||||||||
Issuance of common stock upon exercise of stock options | 8,308 | 8,308 | |||||||||||||
Shares Available for Grant, Exercised | 2,390,004 | ||||||||||||||
Stock-based compensation expense | 17,588 | 17,588 | |||||||||||||
Other comprehensive loss | (36) | (36) | |||||||||||||
Net loss | (89,396) | (89,396) | |||||||||||||
Ending Balance at Dec. 31, 2021 | $ 961,174 | $ 44 | $ 0 | $ 2,086,350 | $ (36) | $ (1,125,184) | |||||||||
Ending Balance, Shares at Dec. 31, 2021 | 446,147,181 | 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | Jun. 16, 2021 | Dec. 31, 2021 |
Statement of Stockholders' Equity [Abstract] | ||
Transaction costs | $ 33,700 | $ 33,726 |
Related Party Amounts | $ 25,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (147,946) | $ (116,606) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15,345 | 13,969 |
Amortization and impairment of internal-use software | 1,741 | 1,563 |
Stock-based compensation expense | 37,473 | 37,222 |
Change in fair value of warrant liabilities | (32,989) | 0 |
Loss (gain) on disposal of property and equipment | 92 | 57 |
Gain on lease termination | (15) | (876) |
Changes in operating assets and liabilities: | ||
Accounts receivable (related party amounts of $(105) and nil for the nine months ended December 31, 2021 and 2020, respectively) | (21,078) | 1,259 |
Inventories | (10,605) | (2,127) |
Deferred cost of revenue | (10,630) | (5,831) |
Prepaid expenses and other current assets (related party amounts of $(207) and nil as of December 31, 2021 and March 31, 2021, respectively) | (7,697) | 5,483 |
Operating lease right-of-use assets | 5,265 | 8,496 |
Other assets | (604) | 37 |
Accounts payable (related party amounts of $(4,422) and $(4,231) for the nine months ended December 31, 2021 and 2020, respectively) | (804) | (215) |
Accrued expenses and other current liabilities (related party amounts of $5,416 and $749 for the nine months ended December 31, 2021 and 2020, respectively) | 9,878 | 636 |
Deferred revenue (related party amounts of $(3,969) and $(5,221) for the nine months ended December 31, 2021 and 2020, respectively) | 40,223 | 29,576 |
Operating lease liabilities | (5,655) | (6,693) |
Other liabilities | (3,617) | 64 |
Net cash used in operating activities | (131,623) | (33,986) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,421) | (3,860) |
Purchases of intangible assets | (5,500) | 0 |
Proceeds from sale of property and equipment | 1 | 838 |
Capitalized internal-use software costs | (2,855) | (2,725) |
Cash paid for acquisitions, net of cash acquired | (94,165) | 0 |
Net cash used in investing activities | (104,940) | (5,747) |
Cash flows from financing activities: | ||
Proceeds from issuance of redeemable convertible preferred stock | 0 | 82,500 |
Payments for issuance costs of redeemable convertible preferred stock | 0 | (232) |
Proceeds from exercise of stock options (related party amounts of nil and $34,710 for the nine months ended December 31, 2021 and 2020, respectively) | 11,476 | 38,210 |
Payments of transaction costs | (30,642) | 0 |
Proceeds from issuance of common stock upon Merger | 309,720 | 0 |
Proceeds from PIPE | 250,000 | 0 |
Proceeds from exercise of merger warrants | 44 | 0 |
Payment for warrant redemptions | (116) | 0 |
Net cash provided by financing activities | 540,482 | 120,478 |
Effect of Exchange Rate on Cash and Cash Equivalents | (4) | 0 |
Net increase (decrease) in cash and restricted cash | 303,915 | 80,745 |
Cash and restricted cash—beginning of period | 290,862 | 216,315 |
Cash and restricted cash—end of period | 594,777 | 297,060 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Purchases of property and equipment during the period included in accounts payable and accrued expenses | 859 | 50 |
Stock-based compensation capitalized for internal-use software costs | 745 | 501 |
Reclassification of deferred offering costs | 3,971 | |
Vesting of related party early exercised stock options | 14,892 | |
Assumption of merger warrants liability | 75,415 | 0 |
Conversion of redeemable convertible preferred stock to common stock | 837,351 | 0 |
Redemption/Exercise of Class A Common Stock Warrants | 42,354 | 0 |
Stock consideration in acquisition of businesses, including fair value of common stock issued and fair value of stock-based awards that were vested | 322,842 | 0 |
Cash | 586,204 | 288,687 |
Restricted cash, current | 1,599 | 1,399 |
Restricted cash, noncurrent | 6,974 | 6,974 |
Total cash and restricted cash | $ 594,777 | $ 297,060 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Amounts | $ 25,000 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Related Party Amounts | (207) | $ 0 |
Accounts Receivable [Member] | ||
Related Party Amounts | (105) | 0 |
Accounts Payable [Member] | ||
Related Party Amounts | (4,422) | (4,231) |
Accrued Expenses And Other Current Liabilities [Member] | ||
Related Party Amounts | 5,416 | 749 |
Deferred Revenue [Member] | ||
Related Party Amounts | (3,969) | (5,221) |
Exercise Of Stock Options [Member] | ||
Related Party Amounts | 0 | 34,710 |
PIPE [Member] | ||
Related Party Amounts | $ 25,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | 1. Organization and Description of Business 23andMe Holding Co. (the “Company”) is dedicated to helping people access, understand, and benefit from the human genome. The Company pioneered direct-to-consumer genetic testing through its Personal Genome Service® (“PGS”) products and services. Customers receive reports that provide them with information on their genetic health risks, their ancestry, and their traits, based on genetic testing of a saliva sample they send to the Company in an easy-to-use “spit kit” provided by the Company. Customers have the option to participate in the Company’s research programs. The Company analyzes consenting customers’ genotypic and phenotypic data to discover new insights into genetics. The Company uses these insights to generate new PGS reports, and, through its therapeutics business and collaborations with pharmaceutical companies, nonprofit institutions and universities, to discover and advance new therapies for unmet medical needs. 23andMe, Inc., the Company's accounting predecessor, was incorporated in Delaware in 2006. The Company is headquartered in Sunnyvale, California. On November 1, 2021, the Company completed its acquisition (the “Lemonaid Acquisition”) of Lemonaid Health, Inc. (“Lemonaid Health”), pursuant to that certain Agreement and Plan of Merger and Reorganization (the “Lemonaid Health Merger Agreement”), dated as of October 21, 2021. Lemonaid Health is an on-demand platform for accessing medical care and pharmacy services online. Lemonaid Health offers online access to healthcare professionals with e-prescribing and pharmacy and testing services through the use of its website and app (“Telehealth”) to patients in all 50 states, the District of Columbia, and the United Kingdom (the “UK”). See Note 4, “ Acquisitions ” for additional details. On June 16, 2021 (the “Closing Date”), the Company consummated the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger, dated February 4, 2021, as amended on February 13, 2021 and March 25, 2021, by and among VG Acquisition Corp., a blank check company incorporated as a Cayman Islands exempted company in 2020 (“VGAC”), Chrome Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC (the “Merger Sub”), and 23andMe, Inc. (the “Merger Agreement”). In connection with the Merger, VGAC changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and changed its name to 23andMe Holding Co. (the “Domestication”). On the Closing Date, Merger Sub merged with and into 23andMe, Inc., with 23andMe, Inc. being the surviving corporation and a wholly owned subsidiary of the Company (together with the Merger and the Domestication, the “Business Combination”). The transaction was accounted for as a reverse recapitalization with 23andMe, Inc. being the accounting acquirer and VGAC as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the unaudited condensed consolidated financial statements represents the accounts of 23andMe, Inc. and its wholly owned subsidiary. The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of 23andMe, Inc. Class A common stock was exchanged for 2.293698169 shares of the Company’s Class A common stock, and each outstanding share of 23andMe, Inc. Class B common stock, including all shares of 23andMe, Inc. preferred stock (which were converted to shares of 23andMe, Inc. Class B common stock immediately prior to the Merger), was exchanged for 2.293698169 shares of the Company’s Class B common stock). Prior to the Business Combination, VGAC’s units, public shares, and public warrants were listed on the New York Stock Exchange under the symbols “VGAC.U,” “VGAC,” and “VGAC WS,” respectively. On June 17, 2021, the Company's Class A common stock and public warrants began trading on The Nasdaq Global Select Market (“Nasdaq”), under the symbols “ME” and “MEUSW,” respectively. See Note 3, “ Recapitalization ” for additional details. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. Subsequent to the closing of the Lemonaid Acquisition, for the three and nine months ended December 31, 2021, the Company had operations primarily in the United States and immaterial operations in the UK. Except for the addition of business combinations, intangible assets, goodwill, impairment of long-lived assets, variable interest entities, foreign currency, and comprehensive loss to the Company's significant accounting policies, there have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended March 31, 2021 , that have had a material impact on these condensed consolidated financial statements and related notes. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of December 31, 2021 and for the three and nine months ended December 31, 2021 and 2020 and accompanying notes, are unaudited. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended March 31, 2021 (the “audited consolidated financial statements”) that were included in the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2021. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of December 31, 2021 and its condensed consolidated results of operations and cash flows for the three and nine months ended December 31, 2021 and 2020. The results of operations for the three and nine months ended December 31, 2021 are not necessarily indicative of the results expected for the year ending March 31, 2022 or any other future interim or annual periods. As a result of the Merger, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2022 and 2021, refer to the fiscal years ending and ended March 31, 2022 and 2021, respectively. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to the determination of standalone selling price for various performance obligations; the estimated expected benefit period for the rate and recognition pattern of breakage revenue for purchases where a saliva collection kit (“Kit”) is never returned for processing; the fair value of financial assets and liabilities; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; the timing and costs associated with asset retirement obligations; the incremental borrowing rate for operating leases; the fair value of private warrants; stock-based compensation including the determination of the fair value of stock options, as well as the Company’s common stock prior to the Closing Date of the Merger; fair value of intangible assets acquired in business combinations; and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates, and such differences could be material to the condensed consolidated financial statements. The coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March 2020 and the Company expects that such disruption will continue for an unknown period. As the Company continues to closely monitor the COVID-19 pandemic, its top priority remains protecting the health and safety of the Company’s employees. Safety guidelines and procedures, including social distancing and enhanced cleaning, have been developed for on-site employees and these policies are regularly monitored. The Company is not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and Kits used by the Company in the delivery of its services are available only from third-party suppliers. The Company also relies on a third-party laboratory service for the processing of its customer samples. Shortages and slowdowns could occur in these essential materials, components, equipment, and laboratory services due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components, equipment, or laboratory services at acceptable prices, it would be required to reduce its laboratory operations, which could have a material adverse effect on its results of operations. A single supplier accounted for 100 % of the Company’s total purchases of microarrays and a separate single supplier accounted for 100 % of the Company’s total purchases of Kits for the three and nine months ended December 31, 2021 and 2020. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and nine months ended December 31, 2021 and 2020. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash and accounts receivable. The Company maintains its cash with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Revenue Recognition within Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding geographical disaggregation of revenue. The Company grants credit to its customers in the normal course of business, performs ongoing credit evaluations of its customers, and does not require collateral. The Company regularly monitors the aging of accounts receivable balances. Significant customer information is as follows: December 31, March 31, 2021 2021 Percentage of accounts receivable: Customer C 78 % 35 % Customer D 3 % 40 % Customer F 11 % 0 % Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Percentage of revenue: Customer C 17 % 31 % 19 % 21 % Customer B 14 % 15 % 17 % 19 % Revenue Recognition The Company generates revenue from its Consumer & Research Services segment, which includes revenue from PGS, Telehealth, and research services, and its Therapeutics segment. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services. The Company sells through multiple channels, including direct to consumer via the Company’s website and through online retailers. If the customer does not return the Kit, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under ASC 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 4.1 million and $ 4.4 million for the three months ended December 31, 2021 and 2020, respectively, and $ 12.8 million and $ 12.9 million for the nine months ended December 31, 2021 and 2020, respectively. Fees paid to certain sales channel partners include, in part, compensation for obtaining PGS contracts. Such contracts have an amortization period of one year or less, and the Company has applied the practical expedient to recognize these costs as sales and marketing expenses when incurred. These costs were $ 3.6 million and $ 1.0 million for the three months ended December 31, 2021 and 2020, respectively, and $ 7.6 million and $ 2.4 million for the nine months ended December 31, 2021 and 2020, respectively. The Company generates Telehealth revenues from patient fees, pharmacy fees, and membership fees. Pharmacy fees, net - The Company primarily generates revenue through sale and delivery of prescription medications from the Affiliated Pharmacies (as defined below). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions, requests a prescription or chooses to refill, and provides access to payment. Revenue is recognized at the point in time in which prescription services are rendered for these transactions. Fees are charged as prescription services are rendered. Revenue is recorded net of refunds and transaction fees. Patient fees, net - The Company primarily generates revenue through the PMCs (as defined below) from patient visit fees, which include healthcare professional consultations, lab testing, and ordering prescriptions. A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. Revenue is recognized at the point in time in which services are rendered for these transactions. Fees are charged upfront prior to services being rendered and are allocated over the obligation to provide services to the patient. Revenue is recorded net of refunds, transaction fees, and pass-through lab and prescription costs. Membership fees, net – The Company generates revenue through membership fees from patients, which includes a membership for unlimited medical visits and unlimited prescriptions during the membership period (generally one, three or twelve months). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. The Company has determined that access to the services over the membership period qualifies as a series of distinct performance obligations, which is defined as identical distinct services (daily access to the services). As such, revenue is recognized ratably over the respective membership period. The transaction price is determined to be the amount paid by the patient. Revenue is recorded net of refunds. Deferred revenue consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. In providing telehealth services that include professional medical consultations, the Company maintains relationships with various affiliated professional medical corporations (“PMCs”), which are professional entities owned by licensed physicians and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. Refer to Note 5, “Variable Interest Entities.” The Company accounts for service revenue as a principal in the arrangement with its patients. Additionally, with respect to its telehealth services involving the sale of prescription products, the Company maintains relationships with affiliated pharmacies (collectively, the “Affiliated Pharmacies”) to fill prescriptions that are ordered by the Company’s patients. The Company accounts for prescription product revenue as a principal in the arrangement with its patients. Disaggregation of Revenue The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) PGS $ 38,367 67 % $ 44,094 79 % $ 130,705 76 % $ 119,381 77 % Telehealth 7,673 14 % — 0 % 7,673 5 % — 0 % Consumer services 46,040 81 % 44,094 79 % 138,378 81 % 119,381 77 % Research services 10,851 19 % 11,383 21 % 32,956 19 % 35,909 23 % Therapeutics — 0 % — 0 % — 0 % 48 0 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % Within the Consumer and Research Services segment, substantially all consumer services revenue is recognized at the point in time of the initial transfer of reports to the consumer, the delivery of healthcare services to the patient, or the delivery of prescription medications to the patient. Substantially all research services revenue is recognized over time as services are performed. Substantially all Therapeutics revenue is recognized at the point in time intellectual property is transferred. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) United States $ 41,741 73 % $ 40,074 72 % $ 120,706 70 % $ 108,502 70 % United Kingdom 10,779 19 % 10,722 19 % 37,020 22 % 35,703 23 % Canada 3,065 5 % 3,334 6 % 9,052 5 % 7,282 5 % Other regions 1,306 2 % 1,347 2 % 4,556 3 % 3,851 2 % International 15,150 27 % 15,403 28 % 50,628 30 % 46,836 30 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations not yet billed and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. The amount of contract assets was immaterial as of December 31, 2021 and March 31, 2021. Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of fulfilling performance obligations under a contract. Deferred revenue primarily relates to Kits that have been shipped to consumers and non-consigned retail sites but not yet returned for processing by the consumer, as well as research services billed in advance of performance. Deferred revenue is recognized when the obligation to deliver results to the customer is satisfied and when research services are ultimately performed. Deferred revenue also consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. Deferred revenue is recognized when the obligation to deliver membership services is satisfied. As of December 31, 2021 , deferred revenue for consumer services was $ 83.4 million. Of the $ 39.3 million of deferred revenue for consumer services as of March 31, 2021 , the Company recognized $ 4.0 million and $ 36.1 million as revenue during the three and nine months ended December 31, 2021, respectively. As of December 31, 2021 , deferred revenue for research services was $ 28.6 million, including related party deferred revenue amounts of $ 26.2 million. Of the $ 31.9 million of deferred revenue for research services as of March 31, 2021 , the Company recognized $ 8.1 million and $ 30.2 million as revenue during the three and nine months ended December 31, 2021 , respectively, of which related party revenue amounts were $ 7.8 million and $ 29.0 million, respectively. Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be billed and recognized as revenue in future periods. The Company has utilized the practical expedient available under ASC 606 to not disclose the value of unsatisfied performance obligations for PGS and Telehealth as those contracts have an expected length of one year or less. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 34.0 million. This amount is expected to be recognized over a remaining subsequent period of approximately 1 to 2 years from the reporting date. Stock-Based Compensation Stock-based compensation expense related to stock-based awards for employees and non-employees is recognized based on the fair value of the awards granted. The fair value of each stock option is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected term of the stock-based award, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of common stock. The fair value of each restricted stock unit (“RSU”) is estimated based on the fair value of the common stock on the grant date. Prior to the Merger, the Company determined the fair value of its common stock for financial reporting as of each grant date based on numerous objective and subjective factors and management’s judgement. Subsequent to the Merger, the Company determines the fair value using the market closing price of its common stock on the date of grant. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, including awards with graded vesting and no additional conditions for vesting other than service conditions. The Company accounts for forfeitures as they occur. Warrant Liabilities The Company classified the Private Placement Warrants and the Public Warrants (both defined and discussed in Note 12, “ Common Stock and Warrants ” and, collectively, the “Warrants”) as liabilities. At the end of each reporting period, changes in fair value during the period were recognized as change in fair value of warrant liabilities within the condensed consolidated statements of operations and comprehensive loss. The Company adjusted the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants were reclassified to additional paid-in capital. Business Combinations The Company accounts for its business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. The Company's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations and comprehensive loss. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluate these estimates and assumptions quarterly. The Company will record any adjustments to its preliminary estimates to goodwill, provided that it is within the one-year measurement period. Intangible Assets Acquired intangible assets consist of identifiable intangible assets resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships, and trademark, and general and administrative expense for non-compete agreements, in the condensed consolidated statements of operations and comprehensive loss. Other intangible assets consist of purchased patents. Intangible assets are carried at cost less accumulated amortization and are amortized over the period of estimated benefit using the straight-line method and their estimated useful lives. Amortization for patents is recognized in research and development and general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Each period the Company evaluates the estimated remaining useful lives of its acquired finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. There were no impairment charges to acquired intangible assets during the nine months ended December 31, 2021. Goodwill Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. There were no impairment charges to goodwill during the nine months ended December 31, 2021. Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets such as property and equipment, intangible assets, and right of use assets related to operating leases for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. The Company recognizes an impairment in the event the carrying amount of such assets exceeds the fair value attributable to such assets. There was no impairment to long-lived assets during the nine months ended December 31, 2021. Variable Interest Entities The Company evaluates its ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”) and if it is the primary beneficiary. These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. Foreign Currency The reporting currency of the Company is the United States dollar. The Company determines the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The functional currency of the Company’s foreign subsidiary is the British Pound. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at period-end exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Equity transactions are translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Foreign currency transaction gains and losses are recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss, and have not been material for any of the periods presented. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive (loss) income. T he Company’s changes in foreign currency translation represents the components of other comprehensive (loss) income that are excluded from the reported net loss. Segment Information The Company currently operates in two reporting segments: Consumer & Research Services and Therapeutics. The Consumer & Research Services segment consists of revenue and expenses from PGS and Telehealth, as well as research services revenue and expenses from certain collaboration agreements (including the GSK Agreement (as defined below)). The Therapeutics segment consists of revenues from the out-licensing of intellectual property associated with identified drug targets and expenses related to therapeutic product candidates under clinical development. Substantially all of the Company’s revenues are derived from the Consumer & Research Services segment. See Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding revenue. There are no inter-segment sales. Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM (as defined below). These amounts are included in Unallocated Corporate in the reconciliations below. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates the performance of each segment based on Adjusted EBITDA. Adjusted EBITDA is defined as net income before net interest expense (income), net other expense (income), changes in fair value of warrant liabilities, income tax benefit, depreciation and amortization of fixed assets, amortization of internal use software, amortization of acquired intangible assets, non-cash stock-based compensation expense, acquisition-related costs, and expenses related to restructuring and other charges, if applicable for the period. Adjusted EBITDA is a key measure used by the Company's management and Board of Directors to understand and evaluate the Company's operating performance and trends, to prepare and approve the annual budget, and to develop short- and long-term operating plans. In particular, the exclusion of the items eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of the Company's business. Accordingly, Adjusted EBITDA provides useful information in understanding and evaluating the Company's operating results in the same manner as management and the Board of Directors. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. Other companies, including companies in the Company's industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. There are a number of limitations related to the use of these non-GAAP financial measures rather than net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, the Company will incur expenses similar to the adjustments in this presentation in the future. The presentation of Adjusted EBITDA should not be construed as an inference that the Company's future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating the Company's performance, Adjusted EBITDA should be considered alongside other financial performance measures, including net loss and other GAAP results. The Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended Nine Month |
Recapitalization
Recapitalization | 9 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Recapitalization | 3. Recapitalization As discussed in Note 1, “ Organization and Description of Business,” on the Closing Date, VGAC completed the acquisition of 23andMe, Inc. and acquired 100 % of 23andMe, Inc.’s shares and 23andMe, Inc. received gross proceeds of $ 559.7 million, which includes $ 309.7 million in proceeds from issuance of common stock upon the consummation of the Merger and $ 250.0 million in proceeds from the PIPE Investment (as defined below). The Company recorded $ 33.7 million of transaction costs, which consisted of legal, accounting, and other professional services directly related to the Business Combination. These costs were included in additional paid-in capital on the Company’s condensed consolidated balance sheet. The cash outflows related to these costs were presented as financing activities on the Company’s condensed consolidated statement of cash flows. These deferred offering costs are offset against proceeds upon accounting for the consummation of the Merger. On the Closing Date, each holder of 23andMe, Inc. Class A common stock received approximately 2.293698169 shares of the Company’s Class A common stock, par value $ 0.0001 per share, and each holder of 23andMe, Inc. Class B common stock received approximately 2.293698169 shares of the Company’s Class B common stock, par value $ 0.0001 per share. See Note 11, “ Redeemable Convertible Preferred Stock” and Note 12, “ Common Stock and Warrants,” for additional details of the Company’s stockholders’ equity prior to and subsequent to the Merger. All equity awards of 23andMe, Inc. were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each outstanding stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.293698169 , and each outstanding restricted stock unit was converted into restricted stock units of the Company that, upon vesting, may be settled for shares of the Company’s Class A common stock based on an exchange ratio of 2.293698169 . Each public and private warrant of VGAC that was unexercised at the time of the Merger was assumed by the Company and represented the right to purchase one share of the Company’s Class A common stock upon exercise of such warrant. The Merger was accounted for as a reverse recapitalization with 23andMe, Inc. as the accounting acquirer and VGAC as the acquired company for accounting purposes. 23andMe, Inc. was determined to be the accounting acquirer since 23andMe, Inc.’s stockholders prior to the Merger had the greatest voting interest in the combined entity, 23andMe, Inc.’s stockholders appointed the initial directors of the combined Board of Directors and control future appointments, 23andMe, Inc. comprises all of the ongoing operations, and 23andMe, Inc.’s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in these unaudited condensed consolidated financial statements represents the accounts of 23andMe, Inc. and its wholly owned subsidiary. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of 23andMe, Inc. Lock-up and Earn-Out Shares Pursuant to the Company’s Bylaws, shares of Class A common stock received as consideration in connection with the Merger (or securities convertible into or exchangeable for shares of Class A common stock) could not be sold or otherwise disposed of or hedged by its stockholders for a period of 180 days after the Closing Date (the “Lock-Up Period”). Except with respect to securities subject to the Sponsor Letter Agreement (as defined below) or as otherwise restricted by applicable securities laws or Company policies, following the expiration of the Lock-Up Period on December 14, 2021, the Company’s stockholders were no longer restricted from selling securities held by them. Pursuant to a Letter Agreement (the “VGAC IPO Letter Agreement”) entered into on October 1, 2020 by and among VGAC, VG Acquisition Sponsor LLC (the “Sponsor”), and the then officers and directors of VGAC (collectively, the “VGAC Insiders”), as amended by a Sponsor Letter Agreement (the “Sponsor Letter Agreement”), dated as of February 4, 2021, by and among 23andMe, Inc., VGAC, the Sponsor, the VGAC Insiders and Credit Suisse Securities (USA) LLC as representative of the several underwriters named in the underwriting agreement with respect to the initial public offering of VGAC (the “Underwriters”), the VGAC Insiders agreed to certain transfer restrictions applicable to 12,713,750 of the Class B ordinary shares of VGAC held by the Sponsor and VGAC Insiders (the “Founder Shares”), which were converted in the Business Combination to a like number of shares of Class A common stock of the Company. Pursuant to the VGAC IPO Letter Agreement, as amended by the Sponsor Letter Agreement, 70 % of the Founder Shares cannot be transferred (subject to certain limited exceptions) until the earlier to occur of (i) one year after the Closing Date or (ii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the stockholders having the right to exchange their ordinary shares for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading-day period commencing at least 150 days after the Business Combination, 70 % of the Founder Shares will be released from the lock-up. As of December 31, 2021, the Company did not meet any thresholds for the shares to be released from lock-up. The Founders Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity (“ASC 505”). Following the closing of the Merger, 3,814,125 of the Class B ordinary shares of VGAC held by the Sponsor as of the date of the Sponsor Letter Agreement (the “Earn-Out Shares”), which constitute the remaining 30 % of the Founder Shares, and were converted in the Business Combination into a like number of shares of the Company’s Class A common stock, are subject to a lock-up of seven years . The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period and (ii) with respect to the other 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30 -trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2021, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505. PIPE Investment On February 4, 2021, concurrently with the execution of the Merger Agreement, VGAC entered into subscription agreements with certain investors (the “PIPE Investors”) to which such investors collectively subscribed for an aggregate of 25,000,000 shares of the Company’s Class A common stock at $ 10.00 per share for aggregate gross proceeds of $ 250.0 million (the “PIPE Investment”). The Anne Wojcicki Foundation, which subscribed for 2,500,000 shares of the Company’s Class A common stock, is affiliated with the Company’s CEO and therefore a related party. The PIPE Investment was consummated concurrently with the closing of the Merger. |
Acquisitions
Acquisitions | 9 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions The Company accounts for acquisitions using the acquisition method with the purchase price being allocated to tangible and identifiable intangible assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition date. The purchase price allocation was prepared on a preliminary basis and may be subject to further adjustments as additional information becomes available concerning the fair value of the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. Lemonaid Health, Inc. On November 1, 2021, the Company completed the Lemonaid Acquisition and acquired all of the outstanding equity of Lemonaid Health pursuant to the Lemonaid Health Merger Agreement. The purchase price consideration was $ 424.7 million, which includes the value of 26,825,241 shares of the Company's Class A common stock valued at $ 314.4 million as of the closing date, the fair value of the pre-combination service portion of stock-based awards that were vested as of the Lemonaid Acquisition of $ 8.4 million, and cash payment of approximately $ 101.9 million (of which approximately $ 13.0 million was placed in escrow to cover a potential purchase price adjustment and to secure the indemnification obligations of the former equity holders of Lemonaid Health). The purchase price consideration excludes stock consideration of 3,747,027 shares issued by the Company to certain holders that are subject to vesting restrictions tied to continuing employment with the Company, which is recognized as selling, general, and administrative expenses post-acquisition. See Note 13, “ Equity Incentive Plans and Stock-Based Compensation ” for additional details. The Company also incurred acquisition costs of $ 9.2 million directly related to the Lemonaid Acquisition, which were recorded within general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss. The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Lemonaid Acquisition as of November 1, 2021: Amount (in thousands) Cash $ 7,711 Prepaid expenses and other current assets 3,388 Property and equipment, net 1,019 Intangible Assets Customer relationships 14,900 Partnerships 23,200 Trademark 11,000 Developed technology 24,100 Non-compete agreements 2,800 Operating lease right-of-use asset 848 Other assumed assets 407 Accounts payable ( 3,106 ) Accrued liabilities ( 4,218 ) Operating lease liability ( 971 ) Deferred tax liability ( 6,645 ) Other assumed liabilities ( 1,311 ) Total acquired identifiable assets and liabilities 73,122 Goodwill 351,598 Total consideration transferred $ 424,720 Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. The fair value measurements of the identified intangible assets were based primarily on significant unobservable inputs and thus represent a Level 3 measurement as defined in ASC 820. The fair values of the trade name and the developed technology were determined using the relief-from-royalty method under the income approach. This involves forecasting avoided royalties, reducing them by taxes, and discounting the resulting net cash flows to a present value using an appropriate discount rate. Judgment was applied for a number of assumptions in valuing the identified intangible assets, including revenue and cash flow forecasts, survival rates, technology life, royalty rate, obsolescence and discount rate. The fair value of customer relationships were determined using the replacement cost approach. This approach consists of developing an estimate of the current cost of a similar new asset having the nearest equivalent utility to the asset or group of assets being valued and involves the estimation of all the costs incurred and accumulated in the development effort and application of any related obsolescence factors. The fair value of partnerships were determined using the multi-period excess earnings method. This involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate. The fair value of the non-compete agreements was determined using the with and without method, a variation of the income approach. The with and without method is based on the difference between cash flows for two different scenarios. For the first scenario, the prospective cash flows for the business are projected assuming the non-compete agreements are in place, and for the second scenario, the prospective cash flows for the business are estimated assuming that the non-compete agreements are not in place. Amortization expense related to identified intangible assets is recognized on a straight-line basis over the assets’ useful lives of two to seven years . Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships and trademark, and general and administrative expense for non-compete agreements, in the condensed consolidated statements of operations and comprehensive loss. Amortization expense for the three and nine months ended December 31, 2021 was $ 2.9 million. The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $ 351.6 million is assigned to the Consumer and Research Services segment and represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationshi ps. The goodwill recognized upon acquisition is not expected to be deductible for U.S. or UK income tax purposes . As a result of the acquisition and due to basis differences created from the accounting for the combination, the Company acquired a net deferred tax liability of $ 6.6 million. The Company’s deferred tax liabilities are partially offset with 23andMe’s deferred tax assets causing a release of the Company’s income tax valuation allowance. The release resulted in an income tax benefit of $ 3.5 million. The Company has a remaining foreign deferred tax liability of $ 3.1 million. From the closing of the Lemonaid Acquisition date through December 31, 2021, the Company recognized revenue of $ 7.7 million and net loss of $ 8.2 million related to Lemonaid Health. The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Lemonaid Health as if the companies had been combined as of April 1, 2020. The unaudited pro forma revenue and net loss is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on April 1, 2020. Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Pro forma revenue $ 60,755 $ 62,317 $ 194,466 $ 175,493 Pro forma net loss $ ( 89,064 ) $ ( 60,652 ) $ ( 179,965 ) $ ( 163,101 ) The unaudited pro forma financial information includes pro forma adjustments related to the valuation and allocation of the purchase price, primarily amortization of acquired intangible assets, additional stock-based compensation expense related to accelerated vesting of options in connection with the acquisition, additional stock-based compensation expense related to replacement awards issued in connection with the acquisition, amortization of representation and warranty insurance procured in connection with the acquisition, and direct transaction costs reflected in the historical financial statements. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 5. Variable Interest Entities Through the acquisition of Lemonaid Health, Inc. in November 2021, the Company has service agreements with PMCs and Affiliated Pharmacies. In order for customers to obtain a prescription, customers must complete a consultation through the Company’s website or app with an appropriately licensed medical provider from one of the PMCs. A customer will receive an electronic prescription that will be sent to an Affiliated Pharmacy, or a pharmacy of their choice, only if the medical provider believes medical treatment of the customer is safe and appropriate. The Company provides services pursuant to contracts with the PMCs which employ licensed medical providers to provide telehealth medical services. The PMCs were designed and structured to comply with the relevant laws and regulations governing professional medical practice, which generally prohibit the practice of medicine by lay persons or corporations. To satisfy these regulatory requirements, all of the issued and outstanding equity interests of the PMCs are owned by an appropriately licensed medical professional nominated by the Company (the “Nominee Shareholder”). The Company executes with each PMC a Management Services & Licensing Agreement (“MSA”), which provides for various administrative, technological, and management services to be provided by the Company to the PMCs, licenses certain Company intellectual property to the PMC, and gives the Company rights to impose certain restrictions and conditions of ownership or transfer of the PMC equity by the Nominee Shareholder. The Company provides all of the necessary capital for the operations of the PMCs through loans to the PMCs. The Company also has exclusive responsibility for the provision of all nonmedical services including operation of all technology platforms used by the PMCs or customers to complete a medical consultation with a Provider, handling all financial transactions and day-to-day operations of each PMC, providing regulatory guidance to the PMCs in establishing telehealth policies and protocols consistent with state and federal law, and making recommendations to the PMCs in establishing the guidelines for employment and compensation of the medical professionals of each PMC. In addition, the MSA provides that the Company has the power and authority to change the Nominee Shareholder upon termination of the MSA, including for convenience upon 180 days prior notice, or other enumerated events, and designate a new Nominee Shareholder, which further constrains the Nominee Shareholder’s rights to returns of the PMC. The Nominee Shareholders, notwithstanding their legal form of ownership of equity interests in the PMCs, have no substantive profit-sharing rights in the PMCs. The Company has also entered into similar MSAs with the Affiliated Pharmacies. The Affiliated Pharmacies were also designed and structured to comply with relevant laws. The Affiliated Pharmacies are licensed pharmacies primarily responsible for providing prescription fulfillment services to the Company’s customers. The Company provides management and administrative services to the Affiliated Pharmacies comparable to the services it provides to the PMCs, except that the Company is the sole provider of professional staffing services required to operate the Affiliated Pharmacies. Under the terms of the MSAs with the Affiliated Pharmacies, the Nominee Shareholders, notwithstanding their legal form of ownership of equity interests in the Affiliated Pharmacies, have no substantive profit-sharing rights in the Affiliated Pharmacies. Based upon the provisions of these agreements, the Company determined that the PMCs and Affiliated Pharmacies are VIEs due to the respective equity holders having nominal capital at risk, and the Company has a variable interest in each of the PMCs and Affiliated Pharmacies. The Company consolidated the PMCs and Affiliated Pharmacies under the VIE model since the Company has the power to direct activities that most significantly impact the VIEs economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIEs. Under the VIE model, the Company presents the results of operations and the financial position of the VIEs as part of the condensed consolidated financial statements of the Company. Furthermore, as a direct result of the financial support the Company provides to the VIEs (e.g. loans), the interests held by holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the VIEs. Therefore, all income and expenses recognized by the VIEs are allocated to the Company’s stockholders. The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the VIEs after elimination of intercompany transactions were $ 11.5 million and $ 10.9 million respectively, as of December 31, 2021. 7.6 million for the three and nine months ended December 31, 2021. Net loss included on the condensed consolidated statements of operations and comprehensive loss was not material for the three and nine months ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 6. Fair Value Measurements The fair value of cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date as of December 31, 2021 and March 31, 2021 . There were no financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2021 and no other financial instruments in the Level 1, Level 2, or Level 3 categories as of December 31, 2021. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. Refer to Note 4, “Acquisitions” for additional detail. For the nine months ended December 31, 2021, changes in warrant liabilities were primarily related to Private Placement Warrants and Public Warrants defined and discussed in Note 12, “ Common Stock and Warrants. ” The Warrants were measured at fair value on a recurring basis. On November 22, 2021, the Company called the Public Warrants and the Private Placement Warrants for redemption. The Company valued the Private Placement Warrants on the settlement date of exercise, using the fair market value of the Company's Class A common stock multiplied by the number of shares of Class A common stock to be issued per Warrant, which was determined in accordance with the terms of the warrant agreement and based on the redemption date and the volume weighted average price (the “Redemption Fair Market Value”) of the Class A common stock during the ten trading days immediately following the date on which the notice of redemption was sent to holders of Warrants. On a cashless basis exercise, the holder was entitled to receive 0.2516 shares of Class A common stock per Warrant. The Public Warrants were valued using the listed trading price on the relevant settlement date of exercise. Any Warrants not exercised by the redemption date, December 22, 2021, were automatically redeemed by the Company at a price of $ 0.10 per Warrant. The change in fair value of warrant liabilities was recorded through the date of exercise or redemption within the condensed consolidated statements of operations and comprehensive loss. Since all liability-classified warrants were exercised or redeemed as of December 31, 2021, the associated warrant liabilities were reclassified to additional paid-in capital. As o f December 31, 2021, no Warrants were outstanding. Refer to Note 12, “ Common Stock and Warrants ” for additional detail. The change in the fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at March 31, 2021 $ — Assumption of Private Placement Warrants and Public Warrants 75,415 Redeemed/exercised warrants ( 42,426 ) Change in fair value of warrant liabilities ( 32,989 ) Balance at December 31, 2021 $ — As of December 31, 2021 , the Company had no transfers between levels of the fair value hierarchy of its assets and liabilities measured at fair value. Due to the exercise and redemption of all Public Warrants and Private Placement Warrants during the period, there were no longer any Level 3 Private Placement Warrant liabilities. |
Collaborations
Collaborations | 9 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 7. Collaborations From time to time the Company enters into collaboration arrangements in which both parties are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, in which case the collaboration is within the scope of ASC 808, Collaborative Arrangements (“ASC 808”). Within such collaborations, the Company determines if any obligations are an output of the Company’s ordinary activities in exchange for consideration, and if so, the Company applies ASC 606 to such activities. For other payments received from the other party for other collaboration activities related to various development, launch, and sales milestones of licensed products, or royalties related to net sales of licensed products, the Company analogizes to ASC 606. Such payments will be recognized when the related activities occur as they are determined to relate predominantly to the license of intellectual property transferred to the other party and therefore have also been excluded from the transaction price allocated to the performance obligations determined under ASC 606. To date, no consideration in this regard has been received under the agreements discussed below. GlaxoSmithKline Agreement In July 2018, the Company and an affiliate of GlaxoSmithKline plc (“GSK”) entered into a four-year exclusive drug discovery and development collaboration agreement (the “GSK Agreement”) for collaboration on identification and development of therapeutic agents with a unilateral option for GSK to extend the term for an additional year. The Company concluded that GSK is considered a customer. Therefore, the Company has applied the guidance in ASC 606 to account for and present consideration received from GSK related to research services provided by the Company. The Company’s activities under the GSK Agreement, which include reporting, drug target discovery, and joint steering committee participation, represent one combined performance obligation to deliver research services. In addition, the GSK Agreement, along with subsequent amendments, provided GSK the right to include certain identified pre-existing Company programs in the collaboration at GSK’s election, each of which is considered distinct from the research services. The exercise price for the pre-existing program options varied to reflect the respective stage of development of each such program, with up to two such programs being offered for no additional charge. The two programs offered for no additional charge were material rights and therefore also identified as performance obligations within the arrangement. In addition to cost-sharing during the performance of research services which is recorded within cost of revenue when incurred in the Consumer and Research Services segment, once drug targets have been identified for inclusion in the collaboration, the Company and GSK equally share in the costs of further research, development, and commercialization of identified targets, subject to certain rights of either party to opt-out of funding at certain predetermined development milestones. These cost-sharing charges for costs incurred subsequent to the identification of drug targets have been included in research and development expense in the consolidated statements of operations during the period incurred. The Company may also share in the net profits or losses of products that are commercialized pursuant to the collaboration or receive royalties on products which are successfully commercialized. The Company recognized research services revenue related to the GSK Agreement of $ 8.1 million and $ 8.6 million during the three months ended December 31, 2021 and 2020, respectively, and $ 29.3 million and $ 30.2 million during the nine months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and March 31, 2021, the Company had current deferred revenue related to the GSK Agreement of $ 26.2 million and $ 30.1 million, respectively. As of December 31, 2021 and March 31, 2021 , there was no noncurrent deferred revenue related to the GSK Agreement. As of December 31, 2021 and March 31, 2021, there were receivables of $ 0.1 million and nil , respectively, and contract assets recorded in prepaid expenses and other current assets of $ 0.2 million and nil , respectively, related to the GSK Agreement. Cost-sharing amounts incurred subsequent to the identification of targets, included in research and development expenses, were $ 6.3 million and $ 4.2 million, during the three months ended December 31, 2021 and 2020, respectively, and $ 18.2 million and $ 10.7 million, during the nine months ended December 31, 2021 and 2020, respectively. Cost-sharing amounts incurred prior to the identification of targets, included in cost of revenue, were $ ( 0.1 ) million and $ 0.1 million, during the three months ended December 31, 2021 and 2020, respectively, and $ 0.2 million and $ ( 0.6 ) million, during the nine months ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and March 31, 2021, the Company had $ 12.5 million and $ 11.5 million , respectively, related to balances of amounts payable to GSK for reimbursement of shared costs included within accounts payable and accrued expenses and other current liabilities in the condensed consolidated balance sheets. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 8. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: December 31, March 31, 2021 2021 (in thousands) Computer and software $ 10,318 $ 13,252 Laboratory equipment and software 50,543 48,636 Furniture and office equipment 8,917 8,803 Leasehold improvements 40,435 39,668 Capitalized asset retirement obligations 853 853 Property and equipment, gross 111,066 111,212 Less: accumulated depreciation and amortization ( 58,817 ) ( 50,328 ) Property and equipment, net $ 52,249 $ 60,884 Depreciation and amortization expense was $ 3.9 million and $ 4.3 million for the three months ended December 31, 2021 and 2020, respectively, and $ 12.3 million and $ 14.0 million for the nine months ended December 31, 2021 and 2020, respectively. Internal-use Software, Net Internal-use software, net consisted of the following: December 31, March 31, 2021 2021 (in thousands) Capitalized internal-use software $ 12,799 $ 9,200 Less: accumulated amortization ( 4,389 ) ( 2,311 ) Internal-use software, net $ 8,410 $ 6,889 For the three months ended December 31, 2021 and 2020, amortization expense related to internal-use software was $ 0.8 million and $ 0.6 million, respectively, including approximately $ 0.1 million and $ 0.1 million, respectively, of stock-based compensation expense. For the nine months ended December 31, 2021 and 2020, amortization expense related to internal-use software was $ 2.1 million and $ 1.4 million, respectively, including approximately $ 0.3 million and $ 0.2 million, respectively, of stock-based compensation expense. Impairment to internal-use software was nil for the three months ended December 31, 2021 and 2020, respectively, and nil and $ 0.4 million for the nine months ended December 31, 2021 and 2020, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: December 31, 2021 Weighted Average Remaining Useful Life- Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer Relationships 1.8 $ 14,900 $ ( 1,242 ) $ 13,658 Partnerships 6.8 23,200 ( 623 ) 22,577 Trademark 4.8 11,000 ( 367 ) 10,633 Developed Technology 6.8 24,100 ( 574 ) 23,526 Non-Compete Agreements 4.8 2,800 ( 93 ) 2,707 Patents 6.9 5,500 ( 143 ) 5,357 Total intangible assets $ 81,500 $ ( 3,042 ) $ 78,458 Amortization expense for intangible assets was $ 3.0 million for each of the three and nine months ended December 31, 2021. There were no intangible assets as of March 31, 2021. Estimated future amortization expense of the identified intangible assets as of December 31, 2021, is as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, Remainder of 2022 $ 4,552 2023 18,209 2024 15,105 2025 10,759 2026 10,759 Thereafter 19,074 Total estimated future amortization expense $ 78,458 Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: December 31, March 31, 2021 2021 (in thousands) Accrued payables $ 29,108 $ 19,869 Accrued compensation and benefits 16,394 11,749 Accrued taxes and other 375 166 Other 420 169 Total accrued expenses and other current liabilities $ 46,297 $ 31,953 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 9. Leases The Company’s lease portfolio includes leased offices, dedicated lab facility and storage space, and dedicated data center facility space, with remaining contractual periods from 2.0 years to 9.6 years . For purposes of calculating lease liabilities, lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise those options. The Company incurred total lease costs in its consolidated statements of operations of $ 3.4 million and $ 3.4 million for the three months ended December 31, 2021 and 2020, respectively, and $ 10.2 million and $ 10.2 million for the nine months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: December 31, 2021 (in thousands) Fiscal years ending March 31, Remainder of 2022 $ 1,811 2023 14,947 2024 14,960 2025 14,464 2026 11,105 Thereafter 64,442 Total future operating lease payments 121,729 Less: imputed interest ( 34,022 ) Total operating lease liabilities $ 87,707 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Non-cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties for purchases. As of December 31, 2021, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer totaling $ 70.2 million. Legal Matters The Company is subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of business. Certain conditions may exist as of the date the condensed consolidated financial statements are issued, which may result in a loss to the Company, but will only be recorded when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed. Legal fees related to potential loss contingencies are expensed as incurred. On December 10, 2019, Celmatix Inc. (“Celmatix”) filed a lawsuit in the Supreme Court of the State of New York against the Company (Index No. 657329/2019) asserting claims against the Company for breach of contract and the implied covenant of good faith and fair dealing, and tortious interference with contract and prospective economic advantage, alleging damages that, according to the compliant, plaintiff “believed to be in excess of $ 100 million.” On February 14, 2020, the Company filed its answer, denying all of the material allegations of the complaint and asserting counterclaims against Celmatix for breach of contract. Celmatix amended its complaint on July 13, 2021, asserting an additional claim against the Company for fraudulent inducement of contract. On July 19, 2021, the Company filed its answer to the amended complaint, denying all of the material allegations and asserting a counterclaim and an additional defense of fraudulent inducement of contract. On October 29, 2021, both parties made motions for partial summary judgment in their favor. Briefing of the parties’ respective motions was completed in December 2021. The Company believes that the claims are without merit and is vigorously defending against the claims and pursuing its counterclaims. The Company is unable to conclude at this time whether any potential loss is probable with respect to any of the claims and cannot estimate any reasonably possible loss or range of loss that may potentially result if the plaintiff ultimately were to prevail with respect to any of the claims that have been asserted. Indemnification The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, collaborators, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the Company believes the fair value of these provisions is not material. The Company maintains insurance, including commercial general liability insurance and product liability insurance, to offset certain potential liabilities under these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, the Company’s Bylaws, and applicable indemnification agreements. To date, there have been no claims under these indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock | 11. Redeemable Convertible Preferred Stock The following table is a summary of the Company’s redeemable convertible preferred stock as of March 31, 2021 (in thousands, except for share data): March 31, 2021 Shares Aggregate Shares Issued and Carrying Liquidation Authorized Outstanding Value Preference (in thousands, except share data) Series A 16,330,984 16,330,984 $ 8,815 $ 8,953 Series B 20,754,666 20,754,666 27,643 27,779 Series C 22,703,050 22,703,050 30,961 31,179 Series D 33,110,992 33,110,992 58,274 58,450 Series E 24,414,254 24,414,254 114,936 115,246 Series F 41,300,501 41,300,501 242,168 250,000 Series F-1 50,897,623 50,567,408 354,554 382,500 Total redeemable convertible preferred stock 209,512,070 209,181,855 $ 837,351 $ 874,107 Conversion Immediately prior to the effective time of the Merger, all series of the redeemable convertible preferred stock of 23andMe, Inc. were converted into shares of Class B common stock of 23andMe, Inc. on a one-for-one basis and then converted to the Company’s Class B common stock at an exchange ratio of 2.293698169 , and share amounts are presented as having been converted as of March 31, 2021. As of December 31, 2021 , no shares of redeemable convertible preferred stock were outstanding. |
Common Stock and Warrants
Common Stock and Warrants | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock and Warrants | 12. Common Stock and Warrants Common Stock Prior to the Merger, 23andMe, Inc. had three classes of authorized common stock: Class A common stock, Class B common stock, and Class C common stock. There were no outstanding shares of 23andMe, Inc. Class C common stock. The rights of the holders of 23andMe, Inc. Class A, Class B, and Class C common stock, respectively, were identical, except with respect to (i) electing members of the Board of Directors and (ii) voting rights. The outstanding shares of 23andMe, Inc. Class A and Class B common stock, respectively, are presented on the consolidated balance sheet and on the consolidated statement of equity and stockholders’ equity (deficit) for the year ended March 31, 2021. On the Closing Date and in accordance with the terms and subject to the conditions of the Merger Agreement, each share of 23andMe, Inc. Class A common stock, par value $ 0.00001 per share, (other than dissenting shares) was canceled and converted into the right to receive the applicable portion of the merger consideration comprised of the Company’s Class A common stock, par value $ 0.0001 per share, as determined in the Merger Agreement (the “Share Conversion Ratio”), each share of 23andMe, Inc. Class B common stock, par value $ 0.00001 per share (other than dissenting shares) was canceled and converted into the right to receive the applicable portion of the merger consideration comprised of the Company’s Class B common stock, par value $ 0.0001 per share, as determined pursuant to the Share Conversion Ratio. The Share Conversion Ratio was 2.293698169 . On June 16, 2021, in connection with the Merger, the Company amended and restated its certificate of incorporation to authorize 1,490,000,000 shares of common stock, of which 1,140,000,000 shares are designated Class A common stock and 350,000,000 shares are designated Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer (except for certain permitted transfers). Once converted into Class A common stock, the Class B common stock will not be reissued. Additionally, pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock having a par value of $ 0.0001 per share (“Preferred Stock”). The Company’s Board of Directors has the authority to issue shares of the Preferred Stock in one or more series and to determine the preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2021 , no shares of Preferred Stock were issued and outstanding. As of December 31, 2021, the Company had authorized 1,140,000,000 and 350,000,000 shares of Class A and Class B common stock, respectively, and the Company had 199,176,879 and 246,970,302 shares of Class A and Class B common stock issued and outstanding, respectively. Class A Common Stock Warrants As the accounting acquirer, 23andMe, Inc. is deemed to have assumed 8,113,999 warrants for Class A common stock that were held by the Sponsor at an exercise price of $ 11.50 (the “Private Placement Warrants”) and 16,951,609 Class A common stock warrants held by VGAC’s shareholders at an exercise price of $ 11.50 (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”). In accordance with the warrant agreement, the Warrants became exercisable on October 6, 2021. Had the Warrants not expired in connection with the Redemption (as defined below), the Warrants would have expired five years after the completion of the Business Combination. Subsequent to the Merger, the Private Placement Warrants and Public Warrants for shares of Class A common stock met liability classification requirements since the Warrants were required to be settled in cash under a tender offer. In addition, Private Placement Warrants were potentially subject to a different settlement amount as a result of being held by the Sponsor which precludes the Private Placement Warrants from being considered indexed to the entity's own stock. Therefore, the Warrants were classified as liabilities on the condensed consolidated balance sheets. Public Warrant Terms The Public Warrants became exercisable into shares of Class A common stock commencing on October 6, 2021. Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $ 18.00 Once the Warrants became exercisable, the Company had the right to redeem the outstanding Warrants: • in whole and not in part; • at a price of $ 0.01 per warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 -trading-day period ending three business days before the Company sends the notice of redemption to the warrant holders (which is referred to as the “Reference Value”) equals or exceeds $ 18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations, and the like). Redemption of Warrants When the Price per Class A Common Stock Equals or Exceeds $ 10.00 Once the Warrants became exercisable, the Company had the right to redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of Class A common stock; • if, and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, reclassifications, recapitalizations, and the like); and • if the Reference Value is less than $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations, and the like) the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above. The numbers in the fee table of the Registration Statement on Form S-1 filed with the SEC by the Company on July 8, 2021 represent the number of shares of Class A common stock that a warrant holder had the right to receive upon exercise in connection with a redemption by the Company pursuant to this redemption feature, based on the “redemption fair market value” of the Class A common stock on the corresponding redemption date (assuming holders elect to exercise their Warrants on a cashless basis prior to redemption), determined based on the volume-weighted average price for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in such fee table. The Company provided its warrant holders with the redemption fair market value no later than one business day after the 10-trading-day period described above ended. No fractional shares were issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would have been entitled to receive a fractional interest in a share, the Company upon exercise rounded down to the nearest whole number the number of shares of Class A common stock that were issued to the warrant holder. Private Placement Warrants The Private Placement Warrants (including the shares of Class A common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable, or salable until 30 days after the completion of the Business Combination (except, among other limited exceptions, to VGAC’s officers and directors and other persons or entities affiliated with the Sponsor) and they were redeemable by the Company, so long as they are held by the Sponsor, members of the Sponsor, or their permitted transferees under certain specified circumstances. The Sponsor or its permitted transferees had the option to exercise the Private Placement Warrants on a cashless basis. Except as described herein, the Private Placement Warrants had terms and provisions identical to those of the Public Warrants. If the Private Placement Warrants had been held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants would have been redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. Except as described under “—Redemption of Warrants When the Price per Class A common stock Equals or Exceeds $ 10.00 ,” if holders of the Private Placement Warrants elected to exercise them on a cashless basis, they would have paid the exercise price by surrendering such Warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “Sponsor exercise fair market value” of the Class A common stock over the exercise price of the Warrants by (y) the Sponsor exercise fair market value. For these purposes, the “Sponsor exercise fair market value” means the average reported closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise was sent to the warrant agent. Warrant Redemption On November 22, 2021, the Company issued a redemption notice to warrant holders announcing that all Public Warrants and Private Placement Warrants outstanding on December 22, 2021 at 5:00 p.m. New York City Time (the “Redemption Date”) would be redeemed for $ 0.10 per Warrant, if not earlier exercised on a cash or cashless basis (the “Redemption”). After November 22, 2021 and prior to the Redemption Date, warrant holders were entitled to exercise (i) in cash, at an exercise price of $ 11.50 per share of Class A common stock or (ii) on a cashless basis in which the exercising holder was entitled to receive 0.2516 shares of Class A common stock per Warrant. Any Warrants not exercised by the Redemption Date were automatically redeemed by the Company at a price of $ 0.10 per Warrant. In connection with the Redemption, approximately 23,901,466 Warrants were exercised, representing approximately 95% of the outstanding Warrants , and 6,016,327 shares of Class A common stock were issued upon exercise of such Warrants. Total cash proceeds generated from exercises of the Warrants were immaterial, and the Company made an immaterial redemption payment to the holders of the 1,164,142 redeemed Warrants. Following the Redemption Date, the Public Warrants stopped trading on Nasdaq and were delisted. No Warrants were outstanding as of December 31, 2021. The change in fair value of warrant liabilities was recorded through the date of exercise or redemption within the condensed consolidated statements of operations and comprehensive loss. Additionally, the fair value of the warrant liability of $ 42.4 million was reclassified to additional paid-in capital. Acquisitions As part of the Lemonaid Acquisition, the Company issued 26,825,241 shares of Class A common stock and an additional 3,747,027 shares of Class A common stock that are subject to vesting. The shares subject to vesting are considered stock-based compensation as outlined in Note 13, “ Equity Incentive Plans and Stock-Based Compensation.” Reserve for Issuance The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, March 31, 2021 2021 Redeemable convertible preferred stock — 209,181,855 Outstanding stock options 66,252,927 67,377,463 Outstanding restricted stock units 9,701,083 — Remaining shares available for future issuance under 2006 Equity — 2,259,758 Remaining shares available for future issuance under 2021 Equity Incentive Plan 60,360,295 — Total shares of common stock reserved 136,314,305 278,819,076 |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | 13. Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plans In 2006, 23andMe, Inc. established its 2006 Equity Incentive Plan, as amended (the “2006 Plan”), which provides for the grant of stock options and restricted stock to its employees, directors, officers, and consultants. The 2006 Plan allows for time-based or performance-based vesting for the awards. The 2006 Plan has been amended and restated at various times since its adoption. As of December 31, 2021 , there have been no performance-based awards granted under the 2006 Plan. On June 10, 2021, at an extraordinary general meeting of shareholders of VGAC (the “VGAC Shareholder Meeting”), the shareholders of VGAC approved the 23andMe Holding Co. 2021 Incentive Equity Plan (the “2021 Plan”) and reserved 136,000,000 authorized shares of the Company’s Class A common stock. In addition, all equity awards of 23andMe, Inc. that were issued under the 2006 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each 23andMe, Inc. stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.293698169 . As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the 2006 Plan. The 2021 Plan authorizes the issuance or transfer of up to 136,000,000 shares of Class A common stock. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting in 2022, in an amount equal to (i) 22,839,019 shares of Class A common stock, (ii) 3.0 % of the aggregate number of shares of Class A common stock and Class B common stock outstanding, or (iii) a lesser number of shares determined by the Company’s Board of Directors prior to the applicable January 1. In November 2021, in connection with the Lemonaid Acquisition, the Company registered an additional 2,990,386 shares of Class A common stock issuable under the 2021 Plan, which represent shares of Class A common stock issuable in exchange for outstanding options initially granted under Lemonaid Health’s 2014 Equity Incentive Plan, as amended. Options under the 2021 Plan have a contractual life of up to ten years . The exercise price of a stock option shall not be less than 100 % of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. For Incentive Stock Options (“ISO”) as defined in the Internal Revenue Code of 1986, as amended (the “Code”), the exercise price of an ISO granted to a 10 % stockholder shall not be less than 110 % of the estimated fair value of the underlying stock on the date of grant as determined by the Board of Directors. The Company’s options generally vest over four years. Under the 2021 Plan, stock option awards entitle the holder to receive one share of Class A common stock for every option exercised. In connection with the Merger, all of the 23andMe, Inc. option holders received an equivalent award at an exchange ratio of 2.293698169 that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. Stock Option Activity Stock option activity and activity regarding shares available for grant under the 2021 Plan is as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (in thousands, except share, years, and per share data) Balance as of March 31, 2021 29,375,026 $ 9.37 7.1 $ 403,498 Recapitalization 38,002,437 $ ( 5.28 ) Balance as of March 31, 2021 67,377,463 $ 4.09 Granted 4,798,281 $ 4.69 Exercised ( 3,945,200 ) $ 3.49 Cancelled/Forfeited/Expired ( 1,977,617 ) $ 4.80 Balance as of December 31, 2021 66,252,927 $ 4.14 6.5 $ 175,006 Vested and exercisable as of December 31, 2021 42,160,416 $ 3.68 5.7 $ 125,733 The weighted average grant-date fair value of options granted for the nine months ended December 31, 2021 and 2020 was $ 9.64 and $ 2.93 per share, respectively. The intrinsic value of vested options exercised for the nine months ended December 31, 2021 and 2020 was $ 19.2 million and $ 7.8 million, respectively. As of December 31, 2021, unrecognized stock-based compensation cost related to unvested stock options was $ 90.2 million, which is expected to be recognized over a weighted-average period of 2.4 years. Due to a full valuation allowance on deferred tax assets, the Company did no t recognize any tax benefit from stock option exercises for the three and nine months ended December 31, 2021 and 2020. The Company estimated the fair value of options granted using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The Black-Scholes assumptions used to value stock options at the grant dates are as follows: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Min Max Min Max Min Max Min Max Expected term (years) 3.3 6.1 6.0 6.0 3.3 6.1 6.0 6.1 Expected volatility 72 % 72 % 65 % 65 % 72 % 73 % 65 % 68 % Risk-free interest rate 1.2 % 1.4 % 0.4 % 0.4 % 1.0 % 1.4 % 0.3 % 0.5 % Expected dividend yield — — — — — — — — Restricted Stock Units Under the 2006 Plan and 2021 Plan, restricted stock units (“RSUs”) may be granted to employees, non-employee directors and consultants. The RSUs vest ratably over a period ranging from one to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of common stock and the shares underlying the awards are not considered issued and outstanding. The following table summarizes the RSU activity under the equity incentive plans and related information: RSUs Unvested RSUs Weighted-Average Balance as of March 31, 2021 — — Granted 9,828,944 $ 10.91 Vested — — Cancelled/forfeited ( 127,861 ) $ 10.55 Balance as of December 31, 2021 9,701,083 $ 10.92 Expected to vest, December 31, 2021 9,701,083 $ 10.92 As of December 31, 2021, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 97.6 million, which is expected to be recognized over a weighted-average period of 3.6 years. Stock Subject to Vesting In November 2021, the Company granted 3,747,027 shares of Class A common stock subject to vesting with an aggregate grant date fair value of $ 43.9 million in connection with the acquisition of Lemonaid Health. Vesting of the shares is contingent on each recipient’s continued employment, both of whom are part of the management team within the General and Administrative department. Accordingly, the Company has recognized stock-based compensation expense related to these awards of $ 1.8 million for the three and nine months ended December 31, 2021 within general and administrative expenses. The expense will be recognized over a four-year vesting period with quarterly vesting and no cliff. Unrecognized stock-based compensation expense of $ 42.1 million will be recognized over a weighted average period of 3.8 years. Employee Stock Purchase Plan On June 10, 2021, at the VGAC Shareholder Meeting, the shareholders of VGAC approved the 23andMe Holding Co. Employee Stock Purchase Plan (the “ESPP”). A total of 11,420,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. The number of shares of the Company’s Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2023, by the lesser of (i) an amount equal to one percent ( 1.0 %) of the total number of shares of Class A and Class B common stock outstanding as of the last day of the immediately preceding December 31st, (ii) 5,000,000 shares, or (iii) a lesser number of shares as determined by the Board of Directors in its discretion. Generally, all regular employees, including executive officers, employed by the Company, except for those holding five percent or more of the total combined voting power or value of all classes of the Company’s stock, may participate in the ESPP and may contribute, normally through payroll deductions, up to 15 % of their earnings (as defined in the ESPP) for the purchase of the Company’s Class A common stock under the ESPP. Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is at least the lesser of (i) 85 % of the fair market value of a share of the Company’s Class A common stock on the first date of an offering, or (ii) 85 % of the fair market value of a share of the Company’s Class A common stock on the date of purchase. No employee may purchase shares under the ESPP at a rate in excess of $ 25,000 worth of the Company’s Class A common stock based on the fair market value per share of the Company’s Class A common stock at the beginning of an offering for each calendar year such purchase right is outstanding. As of December 31, 2021 , no shares of the Company’s Class A common stock have been purchased under the ESPP. Stock-Based Compensation The total share-based compensation expense related to stock options and RSUs by line item in the accompanying unaudited condensed consolidated statements of operations is summarized as follows: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of revenue $ 1,098 $ 236 $ 2,841 $ 596 Research and development 7,697 6,774 18,754 15,460 Sales and marketing 1,178 1,149 2,941 3,017 General and administrative 7,436 6,836 12,937 16,423 Total stock-based compensation expense $ 17,409 $ 14,995 $ 37,473 $ 35,496 Early Exercise of Common Stock Options The 2006 Plan allows for option awards that include the right to early exercise options for shares of common stock. For the options granted to the CEO (who is a related party), the Company’s Board of Directors authorized the CEO to exercise unvested options to purchase shares of common stock. Under the terms of the 2006 Plan, any shares issued as a result of the CEO’s early exercise are subject to repurchase, at the option of the Company, at the original issuance price in the event of the CEO’s termination of service as a Service Provider (as defined in the 2006 Plan) for any reason, until the options would have been fully vested. In August 2020, the CEO was granted options for 3,000,000 shares, which were eligible for early exercise. In September 2020, the CEO exercised all 3,000,000 unvested stock options. The cash proceeds received for such exercise were $ 34.7 million. |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company computes provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of changes in the Company’s valuation allowance against its deferred tax assets. A deferred income tax benefit of $ 3.5 million was recognized for the three and nine months ended December 31, 2021 related to the partial release of the valuation allowance for deferred tax assets due to the recognition of deferred tax liabilities in connection with the Lemonaid Health acquisition (see Note 4, “ Acquisitions” ). Accordingly, this benefit from income taxes is reflected on the condensed consolidated statements of operations and comprehensive loss for the three and nine months ended December 31, 2021. The Company continues to maintain a full valuation allowance on the remaining net deferred tax assets of the U.S. entities as it is more likely than not that the Company will not realize the deferred tax assets. For the three and nine months ended December 31, 2020, the Company recognized no provision for income taxes. Utilization of net operating loss carryforwards may be subject to future annual limitations provided by Section 382 of the Code and similar state provisions. The Company files income tax returns in the U.S. federal jurisdiction, various states, and the UK. The Company is not currently under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 15. Net Loss Per Share Attributable to Common Stockholders The Company uses the two-class method to calculate net loss per share. Prior to the Merger and prior to effecting the recapitalization, the net loss attributable to common stockholders was allocated based on the contractual participation rights of the 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock. As the liquidation and dividend rights of 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for 23andMe, Inc. Class A and 23andMe, Inc. Class B common stock under the two-class method. Earnings per share calculations for all periods prior to the Merger have been retrospectively restated to the equivalent number of shares reflecting the exchange ratio established in the reverse capitalization. Shares issued on early exercise, or issued but subject to vesting, are not included within weighted average shares outstanding for the period. Subsequent to the Merger, the Company continues to have two classes of common stock: Class A and Class B common stock. Similar to the previous structure, the rights are identical, including liquidation and dividend rights, except the Company’s Class B common stock has additional voting rights and is convertible at any time at the option of the holder into Class A common stock, and is automatically converted into Class A common stock upon transfer (except for certain permitted transfers). The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class B common stock under the two-class method. No dividends were declared or paid for the three and nine months ended December 31, 2021 and 2020. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period. The Company’s redeemable convertible preferred stock, stock options, early exercised stock options, restricted stock units, and restricted stock awards subject to vesting are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Net loss attributable to common stockholders is equivalent to net loss for all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 25,829 ) $ ( 63,567 ) $ ( 9,315 ) $ ( 35,330 ) $ ( 36,672 ) $ ( 111,274 ) $ ( 24,537 ) $ ( 92,069 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 123,255,556 303,335,555 20,232,652 76,742,223 82,912,004 251,579,901 20,030,414 75,154,757 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.21 ) $ ( 0.21 ) $ ( 0.46 ) $ ( 0.46 ) $ ( 0.44 ) $ ( 0.44 ) $ ( 1.23 ) $ ( 1.23 ) The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows: As of December 31, 2021 2020 Class A Class B Class A Class B Redeemable convertible preferred stock — — — 209,181,553 Outstanding stock options 66,252,927 — 17,657,235 63,496,772 Issuance of common stock upon early exercise of options (unvested) — — — 12,653,568 Restricted stock units 9,701,083 — — — Shares subject to vesting 3,747,027 — — — Total 79,701,037 — 17,657,235 285,331,893 |
Related Party Transaction
Related Party Transaction | 9 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions As described in Note 7, “ Collaborations ,” in July 2018, the Company and GSK entered into the GSK Agreement, and there were transactions with GSK during the three and nine months ended December 31, 2021 and 2020. At the time the GSK Agreement was entered into, GSK also purchased 17,291,066 shares of Series F-1 redeemable convertible preferred stock of 23andMe, Inc. These shares were converted into a like number of shares of 23andMe, Inc. Class B common stock immediately prior to the Merger and were exchanged pursuant to the Share Conversion Ratio into shares of the Company’s Class B common stock in the Business Combination. GSK has a greater than 10 % voting interest in the Company as of December 31, 2021 and March 31, 2021. As described in Note 3, “ Recapitalization, ” in February 2021, concurrently with the execution of the Merger Agreement, VGAC entered into subscription agreements with certain investors to which such investors collectively subscribed for an aggregate of 25,000,000 shares of the Company’s Class A common stock at $ 10.00 per share for aggregate gross proceeds of $ 250.0 million. The Anne Wojcicki Foundation, which subscribed for 2,500,000 shares of the Company’s Class A common stock, is affiliated with the Company’s CEO and therefore a related party. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through February 11, 2022 , the date at which the condensed consolidated financial statements were available to be issued. GSK Collaboration On January 18, 2022, GSK elected to exercise its option to extend the exclusive target discovery period of the ongoing collaboration with the Company for an additional year to July 2023. The Company will receive a one-time payment of $ 50.0 million to extend the period. In addition, the Company elected to take a royalty option on its joint immuno-oncology antibody collaboration program with GSK targeting CD96 (GSK6097608, a.k.a. GSK’608). GSK will be solely responsible for GSK’608’s subsequent development in later-stage clinical trials, including full development costs moving forward. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. Subsequent to the closing of the Lemonaid Acquisition, for the three and nine months ended December 31, 2021, the Company had operations primarily in the United States and immaterial operations in the UK. Except for the addition of business combinations, intangible assets, goodwill, impairment of long-lived assets, variable interest entities, foreign currency, and comprehensive loss to the Company's significant accounting policies, there have been no changes to the Company's significant accounting policies described in the audited consolidated financial statements for the year ended March 31, 2021 , that have had a material impact on these condensed consolidated financial statements and related notes. |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of December 31, 2021 and for the three and nine months ended December 31, 2021 and 2020 and accompanying notes, are unaudited. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended March 31, 2021 (the “audited consolidated financial statements”) that were included in the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2021. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of December 31, 2021 and its condensed consolidated results of operations and cash flows for the three and nine months ended December 31, 2021 and 2020. The results of operations for the three and nine months ended December 31, 2021 are not necessarily indicative of the results expected for the year ending March 31, 2022 or any other future interim or annual periods. As a result of the Merger, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2022 and 2021, refer to the fiscal years ending and ended March 31, 2022 and 2021, respectively. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to the determination of standalone selling price for various performance obligations; the estimated expected benefit period for the rate and recognition pattern of breakage revenue for purchases where a saliva collection kit (“Kit”) is never returned for processing; the fair value of financial assets and liabilities; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; the timing and costs associated with asset retirement obligations; the incremental borrowing rate for operating leases; the fair value of private warrants; stock-based compensation including the determination of the fair value of stock options, as well as the Company’s common stock prior to the Closing Date of the Merger; fair value of intangible assets acquired in business combinations; and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates, and such differences could be material to the condensed consolidated financial statements. The coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March 2020 and the Company expects that such disruption will continue for an unknown period. As the Company continues to closely monitor the COVID-19 pandemic, its top priority remains protecting the health and safety of the Company’s employees. Safety guidelines and procedures, including social distancing and enhanced cleaning, have been developed for on-site employees and these policies are regularly monitored. The Company is not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. |
Concentration of Supplier Risk | Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and Kits used by the Company in the delivery of its services are available only from third-party suppliers. The Company also relies on a third-party laboratory service for the processing of its customer samples. Shortages and slowdowns could occur in these essential materials, components, equipment, and laboratory services due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components, equipment, or laboratory services at acceptable prices, it would be required to reduce its laboratory operations, which could have a material adverse effect on its results of operations. A single supplier accounted for 100 % of the Company’s total purchases of microarrays and a separate single supplier accounted for 100 % of the Company’s total purchases of Kits for the three and nine months ended December 31, 2021 and 2020. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and nine months ended December 31, 2021 and 2020. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash and accounts receivable. The Company maintains its cash with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Revenue Recognition within Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding geographical disaggregation of revenue. The Company grants credit to its customers in the normal course of business, performs ongoing credit evaluations of its customers, and does not require collateral. The Company regularly monitors the aging of accounts receivable balances. Significant customer information is as follows: December 31, March 31, 2021 2021 Percentage of accounts receivable: Customer C 78 % 35 % Customer D 3 % 40 % Customer F 11 % 0 % Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Percentage of revenue: Customer C 17 % 31 % 19 % 21 % Customer B 14 % 15 % 17 % 19 % |
Revenue Recognition | Revenue Recognition The Company generates revenue from its Consumer & Research Services segment, which includes revenue from PGS, Telehealth, and research services, and its Therapeutics segment. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services. The Company sells through multiple channels, including direct to consumer via the Company’s website and through online retailers. If the customer does not return the Kit, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under ASC 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 4.1 million and $ 4.4 million for the three months ended December 31, 2021 and 2020, respectively, and $ 12.8 million and $ 12.9 million for the nine months ended December 31, 2021 and 2020, respectively. Fees paid to certain sales channel partners include, in part, compensation for obtaining PGS contracts. Such contracts have an amortization period of one year or less, and the Company has applied the practical expedient to recognize these costs as sales and marketing expenses when incurred. These costs were $ 3.6 million and $ 1.0 million for the three months ended December 31, 2021 and 2020, respectively, and $ 7.6 million and $ 2.4 million for the nine months ended December 31, 2021 and 2020, respectively. The Company generates Telehealth revenues from patient fees, pharmacy fees, and membership fees. Pharmacy fees, net - The Company primarily generates revenue through sale and delivery of prescription medications from the Affiliated Pharmacies (as defined below). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions, requests a prescription or chooses to refill, and provides access to payment. Revenue is recognized at the point in time in which prescription services are rendered for these transactions. Fees are charged as prescription services are rendered. Revenue is recorded net of refunds and transaction fees. Patient fees, net - The Company primarily generates revenue through the PMCs (as defined below) from patient visit fees, which include healthcare professional consultations, lab testing, and ordering prescriptions. A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. Revenue is recognized at the point in time in which services are rendered for these transactions. Fees are charged upfront prior to services being rendered and are allocated over the obligation to provide services to the patient. Revenue is recorded net of refunds, transaction fees, and pass-through lab and prescription costs. Membership fees, net – The Company generates revenue through membership fees from patients, which includes a membership for unlimited medical visits and unlimited prescriptions during the membership period (generally one, three or twelve months). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. The Company has determined that access to the services over the membership period qualifies as a series of distinct performance obligations, which is defined as identical distinct services (daily access to the services). As such, revenue is recognized ratably over the respective membership period. The transaction price is determined to be the amount paid by the patient. Revenue is recorded net of refunds. Deferred revenue consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. In providing telehealth services that include professional medical consultations, the Company maintains relationships with various affiliated professional medical corporations (“PMCs”), which are professional entities owned by licensed physicians and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. Refer to Note 5, “Variable Interest Entities.” The Company accounts for service revenue as a principal in the arrangement with its patients. Additionally, with respect to its telehealth services involving the sale of prescription products, the Company maintains relationships with affiliated pharmacies (collectively, the “Affiliated Pharmacies”) to fill prescriptions that are ordered by the Company’s patients. The Company accounts for prescription product revenue as a principal in the arrangement with its patients. Disaggregation of Revenue The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) PGS $ 38,367 67 % $ 44,094 79 % $ 130,705 76 % $ 119,381 77 % Telehealth 7,673 14 % — 0 % 7,673 5 % — 0 % Consumer services 46,040 81 % 44,094 79 % 138,378 81 % 119,381 77 % Research services 10,851 19 % 11,383 21 % 32,956 19 % 35,909 23 % Therapeutics — 0 % — 0 % — 0 % 48 0 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % Within the Consumer and Research Services segment, substantially all consumer services revenue is recognized at the point in time of the initial transfer of reports to the consumer, the delivery of healthcare services to the patient, or the delivery of prescription medications to the patient. Substantially all research services revenue is recognized over time as services are performed. Substantially all Therapeutics revenue is recognized at the point in time intellectual property is transferred. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) United States $ 41,741 73 % $ 40,074 72 % $ 120,706 70 % $ 108,502 70 % United Kingdom 10,779 19 % 10,722 19 % 37,020 22 % 35,703 23 % Canada 3,065 5 % 3,334 6 % 9,052 5 % 7,282 5 % Other regions 1,306 2 % 1,347 2 % 4,556 3 % 3,851 2 % International 15,150 27 % 15,403 28 % 50,628 30 % 46,836 30 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations not yet billed and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets. The amount of contract assets was immaterial as of December 31, 2021 and March 31, 2021. Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of fulfilling performance obligations under a contract. Deferred revenue primarily relates to Kits that have been shipped to consumers and non-consigned retail sites but not yet returned for processing by the consumer, as well as research services billed in advance of performance. Deferred revenue is recognized when the obligation to deliver results to the customer is satisfied and when research services are ultimately performed. Deferred revenue also consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. Deferred revenue is recognized when the obligation to deliver membership services is satisfied. As of December 31, 2021 , deferred revenue for consumer services was $ 83.4 million. Of the $ 39.3 million of deferred revenue for consumer services as of March 31, 2021 , the Company recognized $ 4.0 million and $ 36.1 million as revenue during the three and nine months ended December 31, 2021, respectively. As of December 31, 2021 , deferred revenue for research services was $ 28.6 million, including related party deferred revenue amounts of $ 26.2 million. Of the $ 31.9 million of deferred revenue for research services as of March 31, 2021 , the Company recognized $ 8.1 million and $ 30.2 million as revenue during the three and nine months ended December 31, 2021 , respectively, of which related party revenue amounts were $ 7.8 million and $ 29.0 million, respectively. Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be billed and recognized as revenue in future periods. The Company has utilized the practical expedient available under ASC 606 to not disclose the value of unsatisfied performance obligations for PGS and Telehealth as those contracts have an expected length of one year or less. As of December 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 34.0 million. This amount is expected to be recognized over a remaining subsequent period of approximately 1 to 2 years from the reporting date. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense related to stock-based awards for employees and non-employees is recognized based on the fair value of the awards granted. The fair value of each stock option is estimated on the grant date using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires the input of highly subjective assumptions, including the expected term of the stock-based award, the expected volatility of the price of the Company’s common stock, risk-free interest rates, and the expected dividend yield of common stock. The fair value of each restricted stock unit (“RSU”) is estimated based on the fair value of the common stock on the grant date. Prior to the Merger, the Company determined the fair value of its common stock for financial reporting as of each grant date based on numerous objective and subjective factors and management’s judgement. Subsequent to the Merger, the Company determines the fair value using the market closing price of its common stock on the date of grant. The related stock-based compensation expense is recognized on a straight-line basis over the requisite service period of the awards, including awards with graded vesting and no additional conditions for vesting other than service conditions. The Company accounts for forfeitures as they occur. |
Warrant Liabilities | Warrant Liabilities The Company classified the Private Placement Warrants and the Public Warrants (both defined and discussed in Note 12, “ Common Stock and Warrants ” and, collectively, the “Warrants”) as liabilities. At the end of each reporting period, changes in fair value during the period were recognized as change in fair value of warrant liabilities within the condensed consolidated statements of operations and comprehensive loss. The Company adjusted the warrant liability for changes in the fair value until the earlier of (a) the exercise or expiration of the Warrants or (b) the redemption of the Warrants, at which time the Warrants were reclassified to additional paid-in capital. |
Business Combinations | Business Combinations The Company accounts for its business combinations using the acquisition method of accounting, which requires, among other things, allocation of the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed at their estimated fair values on the acquisition date. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s condensed consolidated financial statements from the date of acquisition. Acquisition costs, such as legal and consulting fees, are expensed as incurred. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and selection of comparable companies. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including market conditions, technological developments, economic conditions, and competition. The Company's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the condensed consolidated statements of operations and comprehensive loss. When the Company issues stock-based or cash awards to an acquired company’s stockholders, the Company evaluates whether the awards are consideration or compensation for post-acquisition services. The evaluation includes, among other things, whether the vesting of the awards is contingent on the continued employment of the acquired company’s stockholders beyond the acquisition date. If continued employment is required for vesting, the awards are treated as compensation for post-acquisition services and recognized as expense over the requisite service period. Uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluate these estimates and assumptions quarterly. The Company will record any adjustments to its preliminary estimates to goodwill, provided that it is within the one-year measurement period. |
Intangible Assets | Intangible Assets Acquired intangible assets consist of identifiable intangible assets resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships, and trademark, and general and administrative expense for non-compete agreements, in the condensed consolidated statements of operations and comprehensive loss. Other intangible assets consist of purchased patents. Intangible assets are carried at cost less accumulated amortization and are amortized over the period of estimated benefit using the straight-line method and their estimated useful lives. Amortization for patents is recognized in research and development and general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. Each period the Company evaluates the estimated remaining useful lives of its acquired finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. There were no impairment charges to acquired intangible assets during the nine months ended December 31, 2021. |
Goodwill | Goodwill Goodwill amounts are not amortized, but rather tested for impairment at least annually or more often if circumstances indicate that the carrying value may not be recoverable. There were no impairment charges to goodwill during the nine months ended December 31, 2021. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets such as property and equipment, intangible assets, and right of use assets related to operating leases for impairment whenever events or changes in circumstances indicate that the carrying value of long-lived assets may not be recoverable. The recoverability of these assets is measured by comparing the carrying amounts to the future undiscounted cash flows these assets are expected to generate. The Company recognizes an impairment in the event the carrying amount of such assets exceeds the fair value attributable to such assets. There was no impairment to long-lived assets during the nine months ended December 31, 2021. |
Variable Interest Entities | Variable Interest Entities The Company evaluates its ownership, contractual, and other interests in entities to determine if it has any variable interest in a variable interest entity (“VIE”) and if it is the primary beneficiary. These evaluations are complex and involve judgment. If the Company determines that an entity in which it holds a contractual or ownership interest is a VIE and that the Company is the primary beneficiary, the Company consolidates such entity in its consolidated financial statements. The primary beneficiary of a VIE is the party that meets both of the following criteria: (i) has the power to make decisions that most significantly affect the economic performance of the VIE; and (ii) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. |
Foreign Currency | Foreign Currency The reporting currency of the Company is the United States dollar. The Company determines the functional currency of each subsidiary based on the currency of the primary economic environment in which each subsidiary operates. Items included in the financial statements of such subsidiaries are measured using that functional currency. The functional currency of the Company’s foreign subsidiary is the British Pound. Foreign currency denominated monetary assets and liabilities are remeasured into U.S. dollars at period-end exchange rates and foreign currency denominated nonmonetary assets and liabilities are remeasured into U.S. dollars at historical exchange rates. Equity transactions are translated using historical exchange rates. Revenue and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Foreign currency transaction gains and losses are recognized in other (expense) income, net in the consolidated statements of operations and comprehensive loss, and have not been material for any of the periods presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive (loss) income. T he Company’s changes in foreign currency translation represents the components of other comprehensive (loss) income that are excluded from the reported net loss. |
Segment Information | Segment Information The Company currently operates in two reporting segments: Consumer & Research Services and Therapeutics. The Consumer & Research Services segment consists of revenue and expenses from PGS and Telehealth, as well as research services revenue and expenses from certain collaboration agreements (including the GSK Agreement (as defined below)). The Therapeutics segment consists of revenues from the out-licensing of intellectual property associated with identified drug targets and expenses related to therapeutic product candidates under clinical development. Substantially all of the Company’s revenues are derived from the Consumer & Research Services segment. See Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding revenue. There are no inter-segment sales. Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM (as defined below). These amounts are included in Unallocated Corporate in the reconciliations below. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates the performance of each segment based on Adjusted EBITDA. Adjusted EBITDA is defined as net income before net interest expense (income), net other expense (income), changes in fair value of warrant liabilities, income tax benefit, depreciation and amortization of fixed assets, amortization of internal use software, amortization of acquired intangible assets, non-cash stock-based compensation expense, acquisition-related costs, and expenses related to restructuring and other charges, if applicable for the period. Adjusted EBITDA is a key measure used by the Company's management and Board of Directors to understand and evaluate the Company's operating performance and trends, to prepare and approve the annual budget, and to develop short- and long-term operating plans. In particular, the exclusion of the items eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of the Company's business. Accordingly, Adjusted EBITDA provides useful information in understanding and evaluating the Company's operating results in the same manner as management and the Board of Directors. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. Other companies, including companies in the Company's industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. There are a number of limitations related to the use of these non-GAAP financial measures rather than net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, the Company will incur expenses similar to the adjustments in this presentation in the future. The presentation of Adjusted EBITDA should not be construed as an inference that the Company's future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating the Company's performance, Adjusted EBITDA should be considered alongside other financial performance measures, including net loss and other GAAP results. The Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Segment Revenue Consumer and Research Services $ 56,891 $ 55,477 $ 171,334 $ 155,290 Therapeutics — — — 48 Total Revenue $ 56,891 $ 55,477 $ 171,334 $ 155,338 Segment Adjusted EBITDA Consumer and Research Services Adjusted EBITDA $ ( 31,967 ) $ ( 2,468 ) $ ( 33,232 ) $ ( 4,925 ) Therapeutics Adjusted EBITDA ( 19,916 ) ( 15,051 ) ( 57,046 ) ( 38,886 ) Unallocated Corporate ( 12,129 ) ( 7,796 ) ( 30,692 ) ( 21,554 ) Total Adjusted EBITDA $ ( 64,012 ) $ ( 25,315 ) $ ( 120,970 ) $ ( 65,365 ) Reconciliation of net loss to Adjusted EBITDA Net Loss $ ( 89,396 ) $ ( 44,645 ) $ ( 147,946 ) $ ( 116,606 ) Adjustments Interest (income), net ( 76 ) ( 53 ) ( 213 ) ( 195 ) Other (income) / expense, net ( 22 ) ( 445 ) ( 39 ) ( 1,318 ) Change in fair value of warrant liabilities ( 3,695 ) — ( 32,989 ) — Income tax benefit ( 3,512 ) — ( 3,512 ) — Depreciation and amortization 4,681 4,833 14,188 15,532 Amortization of acquired intangible assets 2,898 — 2,898 — Stock-based compensation expense 17,409 14,995 37,473 37,222 Acquisition-related costs (1) 7,701 — 9,170 — Total Adjusted EBITDA $ ( 64,012 ) $ ( 25,315 ) $ ( 120,970 ) $ ( 65,365 ) (1) For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees related to the acquisition of Lemonaid Health. Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands, except percentages) (in thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 9,676 17 % $ 17,451 31 % $ 33,123 19 % $ 31,965 21 % Customer B (2) $ 8,069 14 % $ 8,554 15 % $ 29,281 17 % $ 30,221 19 % Therapeutics Segment Revenue: Customer E (2) $ — 0 % $ — 0 % $ — 0 % $ 48 100 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the United Kingdom and Customer E is in a region other than the United States, United Kingdom, or Canada. Revenue by geographical region can be found in the revenue recognition disclosures in Note 2, “ Summary of Significant Accounting Policies. ” All of the Company’s property and equipment, net of depreciation and amortization, was located in the United States during the periods presented. The reporting segments do not present total assets as they are not reviewed by the CODM when evaluating their performance. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities (i.e., deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers. The guidance should be applied prospectively to acquisitions occurring on or after the effective date. The guidance is effective for the Company beginning April 1, 2023, and interim periods therein. Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued. In November 2021, the Company elected to early adopt ASU 2021-08, and the adoption had no material impact on the condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance will be effective for the Company beginning April 1, 2023, and interim periods therein. Early adoption is permitted. The Company is currently evaluating the effect that ASU 2016-13 will have on its condensed consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity, and clarifies the guidance on the computation of earnings per share for those financial instruments. The guidance will be effective for the Company beginning April 1, 2022, and interim periods therein. Early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2020-06 will have on its condensed consolidated financial statements and related disclosures and does not believe the adoption will have a material impact. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Customer Information | Significant customer information is as follows: December 31, March 31, 2021 2021 Percentage of accounts receivable: Customer C 78 % 35 % Customer D 3 % 40 % Customer F 11 % 0 % Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Percentage of revenue: Customer C 17 % 31 % 19 % 21 % Customer B 14 % 15 % 17 % 19 % |
Summary Of Revenue By Category | The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) PGS $ 38,367 67 % $ 44,094 79 % $ 130,705 76 % $ 119,381 77 % Telehealth 7,673 14 % — 0 % 7,673 5 % — 0 % Consumer services 46,040 81 % 44,094 79 % 138,378 81 % 119,381 77 % Research services 10,851 19 % 11,383 21 % 32,956 19 % 35,909 23 % Therapeutics — 0 % — 0 % — 0 % 48 0 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % |
Summary of Revenue by Region based on the Shipping Address of Customers | The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) United States $ 41,741 73 % $ 40,074 72 % $ 120,706 70 % $ 108,502 70 % United Kingdom 10,779 19 % 10,722 19 % 37,020 22 % 35,703 23 % Canada 3,065 5 % 3,334 6 % 9,052 5 % 7,282 5 % Other regions 1,306 2 % 1,347 2 % 4,556 3 % 3,851 2 % International 15,150 27 % 15,403 28 % 50,628 30 % 46,836 30 % Total $ 56,891 100 % $ 55,477 100 % $ 171,334 100 % $ 155,338 100 % |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | The Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Segment Revenue Consumer and Research Services $ 56,891 $ 55,477 $ 171,334 $ 155,290 Therapeutics — — — 48 Total Revenue $ 56,891 $ 55,477 $ 171,334 $ 155,338 Segment Adjusted EBITDA Consumer and Research Services Adjusted EBITDA $ ( 31,967 ) $ ( 2,468 ) $ ( 33,232 ) $ ( 4,925 ) Therapeutics Adjusted EBITDA ( 19,916 ) ( 15,051 ) ( 57,046 ) ( 38,886 ) Unallocated Corporate ( 12,129 ) ( 7,796 ) ( 30,692 ) ( 21,554 ) Total Adjusted EBITDA $ ( 64,012 ) $ ( 25,315 ) $ ( 120,970 ) $ ( 65,365 ) Reconciliation of net loss to Adjusted EBITDA Net Loss $ ( 89,396 ) $ ( 44,645 ) $ ( 147,946 ) $ ( 116,606 ) Adjustments Interest (income), net ( 76 ) ( 53 ) ( 213 ) ( 195 ) Other (income) / expense, net ( 22 ) ( 445 ) ( 39 ) ( 1,318 ) Change in fair value of warrant liabilities ( 3,695 ) — ( 32,989 ) — Income tax benefit ( 3,512 ) — ( 3,512 ) — Depreciation and amortization 4,681 4,833 14,188 15,532 Amortization of acquired intangible assets 2,898 — 2,898 — Stock-based compensation expense 17,409 14,995 37,473 37,222 Acquisition-related costs (1) 7,701 — 9,170 — Total Adjusted EBITDA $ ( 64,012 ) $ ( 25,315 ) $ ( 120,970 ) $ ( 65,365 ) (1) For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees related to the acquisition of Lemonaid Health. |
Summary of Customers Accounting for 10% or More of Segment Revenues | Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands, except percentages) (in thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 9,676 17 % $ 17,451 31 % $ 33,123 19 % $ 31,965 21 % Customer B (2) $ 8,069 14 % $ 8,554 15 % $ 29,281 17 % $ 30,221 19 % Therapeutics Segment Revenue: Customer E (2) $ — 0 % $ — 0 % $ — 0 % $ 48 100 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the United Kingdom and Customer E is in a region other than the United States, United Kingdom, or Canada. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Unaudited Pro Forma Revenue and Net Loss Information | The unaudited pro forma revenue and net loss is presented for informational purposes only and does not purport to be indicative of the results of future operations or the results that would have occurred had the transaction taken place on April 1, 2020. Three Months Ended Nine Months Ended 2021 2020 2021 2020 (in thousands) (in thousands) Pro forma revenue $ 60,755 $ 62,317 $ 194,466 $ 175,493 Pro forma net loss $ ( 89,064 ) $ ( 60,652 ) $ ( 179,965 ) $ ( 163,101 ) |
Lemonaid Health, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred to Acquired Identifiable Assets and Assumed Liabilities | The following is a preliminary estimate of the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Lemonaid Acquisition as of November 1, 2021: Amount (in thousands) Cash $ 7,711 Prepaid expenses and other current assets 3,388 Property and equipment, net 1,019 Intangible Assets Customer relationships 14,900 Partnerships 23,200 Trademark 11,000 Developed technology 24,100 Non-compete agreements 2,800 Operating lease right-of-use asset 848 Other assumed assets 407 Accounts payable ( 3,106 ) Accrued liabilities ( 4,218 ) Operating lease liability ( 971 ) Deferred tax liability ( 6,645 ) Other assumed liabilities ( 1,311 ) Total acquired identifiable assets and liabilities 73,122 Goodwill 351,598 Total consideration transferred $ 424,720 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Fair Value of Warrant Liabilities | The change in the fair value of warrant liabilities is as follows: Warrant Liabilities (in thousands) Balance at March 31, 2021 $ — Assumption of Private Placement Warrants and Public Warrants 75,415 Redeemed/exercised warrants ( 42,426 ) Change in fair value of warrant liabilities ( 32,989 ) Balance at December 31, 2021 $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, March 31, 2021 2021 (in thousands) Computer and software $ 10,318 $ 13,252 Laboratory equipment and software 50,543 48,636 Furniture and office equipment 8,917 8,803 Leasehold improvements 40,435 39,668 Capitalized asset retirement obligations 853 853 Property and equipment, gross 111,066 111,212 Less: accumulated depreciation and amortization ( 58,817 ) ( 50,328 ) Property and equipment, net $ 52,249 $ 60,884 |
Schedule of Internal Use Software, Net | Internal-use software, net consisted of the following: December 31, March 31, 2021 2021 (in thousands) Capitalized internal-use software $ 12,799 $ 9,200 Less: accumulated amortization ( 4,389 ) ( 2,311 ) Internal-use software, net $ 8,410 $ 6,889 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: December 31, 2021 Weighted Average Remaining Useful Life- Years Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer Relationships 1.8 $ 14,900 $ ( 1,242 ) $ 13,658 Partnerships 6.8 23,200 ( 623 ) 22,577 Trademark 4.8 11,000 ( 367 ) 10,633 Developed Technology 6.8 24,100 ( 574 ) 23,526 Non-Compete Agreements 4.8 2,800 ( 93 ) 2,707 Patents 6.9 5,500 ( 143 ) 5,357 Total intangible assets $ 81,500 $ ( 3,042 ) $ 78,458 |
Summary of Future Amortization of Intangible Assets | is as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, Remainder of 2022 $ 4,552 2023 18,209 2024 15,105 2025 10,759 2026 10,759 Thereafter 19,074 Total estimated future amortization expense $ 78,458 |
Schedule of Accrued Expense and Other Current Liabilities | Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: December 31, March 31, 2021 2021 (in thousands) Accrued payables $ 29,108 $ 19,869 Accrued compensation and benefits 16,394 11,749 Accrued taxes and other 375 166 Other 420 169 Total accrued expenses and other current liabilities $ 46,297 $ 31,953 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability | As of December 31, 2021, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: December 31, 2021 (in thousands) Fiscal years ending March 31, Remainder of 2022 $ 1,811 2023 14,947 2024 14,960 2025 14,464 2026 11,105 Thereafter 64,442 Total future operating lease payments 121,729 Less: imputed interest ( 34,022 ) Total operating lease liabilities $ 87,707 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | The following table is a summary of the Company’s redeemable convertible preferred stock as of March 31, 2021 (in thousands, except for share data): March 31, 2021 Shares Aggregate Shares Issued and Carrying Liquidation Authorized Outstanding Value Preference (in thousands, except share data) Series A 16,330,984 16,330,984 $ 8,815 $ 8,953 Series B 20,754,666 20,754,666 27,643 27,779 Series C 22,703,050 22,703,050 30,961 31,179 Series D 33,110,992 33,110,992 58,274 58,450 Series E 24,414,254 24,414,254 114,936 115,246 Series F 41,300,501 41,300,501 242,168 250,000 Series F-1 50,897,623 50,567,408 354,554 382,500 Total redeemable convertible preferred stock 209,512,070 209,181,855 $ 837,351 $ 874,107 |
Common Stock and Warrants (Tabl
Common Stock and Warrants (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis: December 31, March 31, 2021 2021 Redeemable convertible preferred stock — 209,181,855 Outstanding stock options 66,252,927 67,377,463 Outstanding restricted stock units 9,701,083 — Remaining shares available for future issuance under 2006 Equity — 2,259,758 Remaining shares available for future issuance under 2021 Equity Incentive Plan 60,360,295 — Total shares of common stock reserved 136,314,305 278,819,076 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Summary of Stock Option Activity and Activity Regarding Shares Available for Grant | Stock option activity and activity regarding shares available for grant under the 2021 Plan is as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (in thousands, except share, years, and per share data) Balance as of March 31, 2021 29,375,026 $ 9.37 7.1 $ 403,498 Recapitalization 38,002,437 $ ( 5.28 ) Balance as of March 31, 2021 67,377,463 $ 4.09 Granted 4,798,281 $ 4.69 Exercised ( 3,945,200 ) $ 3.49 Cancelled/Forfeited/Expired ( 1,977,617 ) $ 4.80 Balance as of December 31, 2021 66,252,927 $ 4.14 6.5 $ 175,006 Vested and exercisable as of December 31, 2021 42,160,416 $ 3.68 5.7 $ 125,733 |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | The Black-Scholes assumptions used to value stock options at the grant dates are as follows: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Min Max Min Max Min Max Min Max Expected term (years) 3.3 6.1 6.0 6.0 3.3 6.1 6.0 6.1 Expected volatility 72 % 72 % 65 % 65 % 72 % 73 % 65 % 68 % Risk-free interest rate 1.2 % 1.4 % 0.4 % 0.4 % 1.0 % 1.4 % 0.3 % 0.5 % Expected dividend yield — — — — — — — — |
Summary of Restricted Stock Awards Activity under the Equity Incentive Plan | The following table summarizes the RSU activity under the equity incentive plans and related information: RSUs Unvested RSUs Weighted-Average Balance as of March 31, 2021 — — Granted 9,828,944 $ 10.91 Vested — — Cancelled/forfeited ( 127,861 ) $ 10.55 Balance as of December 31, 2021 9,701,083 $ 10.92 Expected to vest, December 31, 2021 9,701,083 $ 10.92 |
Schedule of Share Based Compensation Costs | The total share-based compensation expense related to stock options and RSUs by line item in the accompanying unaudited condensed consolidated statements of operations is summarized as follows: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 (in thousands) (in thousands) Cost of revenue $ 1,098 $ 236 $ 2,841 $ 596 Research and development 7,697 6,774 18,754 15,460 Sales and marketing 1,178 1,149 2,941 3,017 General and administrative 7,436 6,836 12,937 16,423 Total stock-based compensation expense $ 17,409 $ 14,995 $ 37,473 $ 35,496 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended December 31, Nine Months Ended December 31, 2021 2020 2021 2020 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 25,829 ) $ ( 63,567 ) $ ( 9,315 ) $ ( 35,330 ) $ ( 36,672 ) $ ( 111,274 ) $ ( 24,537 ) $ ( 92,069 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 123,255,556 303,335,555 20,232,652 76,742,223 82,912,004 251,579,901 20,030,414 75,154,757 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.21 ) $ ( 0.21 ) $ ( 0.46 ) $ ( 0.46 ) $ ( 0.44 ) $ ( 0.44 ) $ ( 1.23 ) $ ( 1.23 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows: As of December 31, 2021 2020 Class A Class B Class A Class B Redeemable convertible preferred stock — — — 209,181,553 Outstanding stock options 66,252,927 — 17,657,235 63,496,772 Issuance of common stock upon early exercise of options (unvested) — — — 12,653,568 Restricted stock units 9,701,083 — — — Shares subject to vesting 3,747,027 — — — Total 79,701,037 — 17,657,235 285,331,893 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) | Jun. 16, 2021 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||
Stock split description | Each share of Class B common stock is convertible into one share of Class A common stock any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer | The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of 23andMe, Inc. Class A common stock was exchanged for 2.293698169 shares of the Company’s Class A common stock, and each outstanding share of 23andMe, Inc. Class B common stock, including all shares of 23andMe, Inc. preferred stock (which were converted to shares of 23andMe, Inc. Class B common stock immediately prior to the Merger), was exchanged for 2.293698169 shares of the Company’s Class B common stock). |
Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Exchange Ratio | 2.293698169 | 2.293698169 |
Class B Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Exchange Ratio | 2.293698169 | 2.293698169 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue contract costs recognized when incurred | $ 3,600 | $ 1,000 | $ 7,600 | $ 2,400 | |
Impairment charges | 0 | ||||
Impairment of long-lived assets | 0 | ||||
K I T S | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue recognized | 4,100 | $ 4,400 | 12,800 | $ 12,900 | |
Research Services | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue recognized | 8,100 | 30,200 | |||
Remaining performance obligations | 34,000 | 34,000 | |||
Deferred revenue for customer services | 28,600 | 28,600 | $ 31,900 | ||
Contract with customer liability related party amount | 26,200 | 26,200 | |||
Contract with customer liability revenue recognized related party amount | $ 7,800 | $ 29,000 | |||
Research Services | Minimum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Remaining performance obligation, remaining duration | 1 year | 1 year | |||
Research Services | Maximum [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Remaining performance obligation, remaining duration | 2 years | 2 years | |||
Consumer services | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Revenue recognized | $ 4,000 | $ 36,100 | |||
Deferred revenue for customer services | $ 83,400 | $ 83,400 | $ 39,300 | ||
Supplier Concentration Risk | Revenue Benchmark [Member] | Microarrays | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Supplier Concentration Risk | Revenue Benchmark [Member] | K I T S | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | |
Supplier Concentration Risk | Revenue Benchmark [Member] | Laboratory Services | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Significant Customer Information (Details) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer C | |||||
Concentration Risk [Line Items] | |||||
Percentage of accounts receivable | 35.00% | 78.00% | |||
Customer D | |||||
Concentration Risk [Line Items] | |||||
Percentage of accounts receivable | 40.00% | 3.00% | |||
Customer F | |||||
Concentration Risk [Line Items] | |||||
Percentage of accounts receivable | 0.00% | 11.00% | |||
Customer Concentration Risk [Member] | Customer B | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of Revenue | 14.00% | 15.00% | 17.00% | 19.00% | |
Customer Concentration Risk [Member] | Customer C | Revenue Benchmark [Member] | |||||
Concentration Risk [Line Items] | |||||
Percentage of Revenue | 17.00% | 31.00% | 19.00% | 21.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Revenue by Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
PGS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 38,367 | 44,094 | 130,705 | 119,381 |
Telehealth | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 7,673 | 0 | 7,673 | 0 |
Consumer services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 46,040 | 44,094 | 138,378 | 119,381 |
Research Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 10,851 | 11,383 | 32,956 | 35,909 |
Therapeutics | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | 0 | 0 | 0 | 48 |
Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 67.00% | 79.00% | 76.00% | 77.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 14.00% | 0.00% | 5.00% | 0.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 81.00% | 79.00% | 81.00% | 77.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 19.00% | 21.00% | 19.00% | 23.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Therapeutics | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 0.00% | 0.00% | 0.00% | 0.00% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Revenue by Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | Service | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 41,741 | $ 40,074 | $ 120,706 | $ 108,502 |
United States | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 73.00% | 72.00% | 70.00% | 70.00% |
United Kingdom | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 10,779 | $ 10,722 | $ 37,020 | $ 35,703 |
United Kingdom | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 19.00% | 19.00% | 22.00% | 23.00% |
Canada | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 3,065 | $ 3,334 | $ 9,052 | $ 7,282 |
Canada | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 5.00% | 6.00% | 5.00% | 5.00% |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 1,306 | $ 1,347 | $ 4,556 | $ 3,851 |
Other | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 2.00% | 2.00% | 3.00% | 2.00% |
International | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenue | $ 15,150 | $ 15,403 | $ 50,628 | $ 46,836 |
International | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Percentage of Revenue | 27.00% | 28.00% | 30.00% | 30.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Company Revenue and Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Revenue | ||||||||
Total Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 | ||||
Segment Adjusted EBITDA | ||||||||
Total Adjusted EBITDA | (64,012) | (25,315) | (120,970) | (65,365) | ||||
Net income (loss) | (89,396) | $ (16,524) | $ (42,026) | (44,645) | $ (36,191) | $ (35,770) | (147,946) | (116,606) |
Adjustments | ||||||||
Interest (income) / net | (76) | (53) | (213) | (195) | ||||
Other (income) / expense, net | (22) | (445) | (39) | (1,318) | ||||
Change in fair value of warrant liabilities | (3,695) | 0 | (32,989) | 0 | ||||
Income tax benefit | (3,512) | 0 | (3,512) | 0 | ||||
Depreciation and Amortization | 4,681 | 4,833 | 14,188 | 15,532 | ||||
Amortization Of Acquired Intangible Assets | 2,898 | 0 | 2,898 | 0 | ||||
Stock-based compensation expense | 17,409 | 14,995 | 37,473 | 37,222 | ||||
Total Adjusted EBITDA | (64,012) | (25,315) | (120,970) | (65,365) | ||||
Consumer And Research Services [Member] | ||||||||
Segment Revenue | ||||||||
Total Revenue | 56,891 | 55,477 | 171,334 | 155,290 | ||||
Segment Adjusted EBITDA | ||||||||
Total Adjusted EBITDA | (31,967) | (2,468) | (33,232) | (4,925) | ||||
Therapeutics | ||||||||
Segment Revenue | ||||||||
Total Revenue | 0 | 0 | 0 | 48 | ||||
Segment Adjusted EBITDA | ||||||||
Total Adjusted EBITDA | (19,916) | (15,051) | (57,046) | (38,886) | ||||
Unallocated Corporate [Member] | ||||||||
Segment Adjusted EBITDA | ||||||||
Total Adjusted EBITDA | (12,129) | (7,796) | (30,692) | (21,554) | ||||
Acquisition related costs | ||||||||
Adjustments | ||||||||
Total Adjusted EBITDA | $ 7,701 | $ 0 | $ 9,170 | $ 0 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Customer Accounting of Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 |
Customer C | Consumer And Research Services | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 9,676 | $ 17,451 | $ 33,123 | $ 31,965 |
Customer C | Consumer And Research Services | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 17.00% | 31.00% | 19.00% | 21.00% |
Customer B | Consumer And Research Services | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 8,069 | $ 8,554 | $ 29,281 | $ 30,221 |
Customer B | Consumer And Research Services | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 14.00% | 15.00% | 17.00% | 19.00% |
Customer E | Therapeutics | ||||
Segment Reporting Information [Line Items] | ||||
Total Revenue | $ 0 | $ 0 | $ 0 | $ 48 |
Customer E | Therapeutics | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 0.00% | 0.00% | 0.00% | 100.00% |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) $ / shares in Units, $ in Thousands | Jun. 16, 2021USD ($)$ / sharesshares | Feb. 04, 2021$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 22, 2021shares | Mar. 31, 2021$ / sharesshares |
Business Acquisition [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ | $ 559,700 | ||||
Reverse Recapitalization Percentage of Voting Interests Acquired | 100.00% | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 33,700 | $ 33,726 | |||
Proceeds from issuance of common stock merger | $ | $ 309,700 | ||||
Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares conversion ratio | 2.293698169 | ||||
Founder shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares restricted for transfer | 12,713,750 | ||||
Lock-up early release terms for the earn out shares, description | (i) one year after the Closing Date or (ii) the date following the completion of the Business Combination on which the Company completes a liquidation, merger, share exchange, or other similar transaction that results in all of the stockholders having the right to exchange their ordinary shares for cash, securities, or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A common stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading-day period commencing at least 150 days after the Business Combination, 70% of the Founder Shares will be released from the lock-up. | ||||
Percent of share release from lockup | 70.00% | ||||
VG Acquisition Sponsor LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Sponsor, Description | (i) with respect to 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $12.50 per share for any 20 trading days within any 30-trading-day period and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. | ||||
Earn-out shares, Percentage | 50.00% | ||||
Lockup period for shares | 7 years | ||||
PIPE [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from investment | $ | $ 250,000 | ||||
Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.00001 | ||
Shares conversion ratio | 2.293698169 | 2.293698169 | |||
Common Stock, Shares, Outstanding | 199,176,879 | 20,713,076 | |||
Common Stock, Shares, Issued | 199,176,879 | 6,016,327 | 20,713,076 | ||
Lock up for Class A common stock in connection with the Merger | 180 days | ||||
Trading days | 20 days | ||||
Number of trading days after commencing | 30 days | ||||
Number of trading days after business combination | 150 days | ||||
Class A Common Stock [Member] | Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares conversion ratio | 2.293698169 | ||||
Class A Common Stock [Member] | Founder shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Share Price Thresholds Release From Lock Up | $ / shares | $ 12 | ||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, Price Per Share | $ / shares | $ 10 | ||||
Trading days | 20 days | ||||
Number of trading days after commencing | 30 days | ||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Minimum [Member] | |||||
Business Acquisition [Line Items] | |||||
Share Price Thresholds Release From Lock Up | $ / shares | $ 12.50 | ||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Maximum [Member] | |||||
Business Acquisition [Line Items] | |||||
Share Price Thresholds Release From Lock Up | $ / shares | $ 15 | ||||
Class A Common Stock [Member] | PIPE [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Issued | 25,000,000 | ||||
Aggregate gross proceeds of common stock | $ | $ 250,000 | ||||
Class A Common Stock [Member] | PIPE [Member] | The Anne Wojcicki Foundation [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Issued | 2,500,000 | ||||
Class B Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.00001 | ||
Acquired ownership percentage | 30.00% | ||||
Shares conversion ratio | 2.293698169 | 2.293698169 | |||
Common Stock, Shares, Outstanding | 246,970,302 | 103,816,708 | |||
Common Stock, Shares, Issued | 246,970,302 | 103,816,708 | |||
Class B Common Stock [Member] | Founder shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage Shares Restricted For Transfer | 70.00% | ||||
Class B Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Outstanding | 3,814,125 |
Acquisitions (Additional Inform
Acquisitions (Additional Information) (Details) - USD ($) $ in Thousands | Nov. 01, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||||
Amortization Of Intangible Assets | $ 3,000 | $ 3,000 | |||||||
Income tax benefit | (3,512) | $ 0 | (3,512) | $ 0 | |||||
Recognized revenue | 56,891 | 55,477 | 171,334 | 155,338 | |||||
Net income (loss) | (89,396) | $ (16,524) | $ (42,026) | (44,645) | $ (36,191) | $ (35,770) | (147,946) | (116,606) | |
Pro forma revenue | 60,755 | 62,317 | 194,466 | 175,493 | |||||
Class A Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Net income (loss) | (25,829) | $ (9,315) | (36,672) | $ (24,537) | |||||
Lemonaid Health, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock based awards vested as of acquisition | $ 8,400 | ||||||||
Aggregate cash consideration for acquisition | 101,900 | ||||||||
Escrow deposit | 13,000 | ||||||||
Amortization Of Intangible Assets | 2,900 | $ 2,900 | |||||||
Acquired goodwill | 351,600 | ||||||||
Goodwill Recognized, Description | The goodwill recognized upon acquisition is not expected to be deductible for U.S. or UK income tax purposes | ||||||||
Net deferred tax liability | $ 6,600 | ||||||||
Income tax benefit | $ 3,500 | ||||||||
Foreign deferred tax liability | $ 3,100 | 3,100 | |||||||
Recognized revenue | 7,700 | ||||||||
Net income (loss) | $ (8,200) | ||||||||
Lemonaid Health, Inc. [Member] | Selling, General, and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase price excludes stock consideration shares issued subject to vest | 3,747,027 | ||||||||
Acquisition costs | $ 9,200 | ||||||||
Lemonaid Health, Inc. [Member] | Selling, General, and Administrative Expenses [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful lives | 7 years | ||||||||
Lemonaid Health, Inc. [Member] | Selling, General, and Administrative Expenses [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful lives | 2 years | ||||||||
Lemonaid Health, Inc. [Member] | Lemonaid Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase consideration | $ 424,700 | ||||||||
Lemonaid Health, Inc. [Member] | Lemonaid Merger Agreement [Member] | Class A Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional common shares issuable in connection with acquisition | 26,825,241 | ||||||||
Purchase consideration stock value | $ 314,400 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Transferred to Acquired Identifiable Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Nov. 01, 2021 | Mar. 31, 2021 |
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Goodwill | $ 351,598 | $ 0 | |
Partnerships [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Intangible Assets | $ 23,200 | ||
Lemonaid Health, Inc. [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Cash | 7,711 | ||
Prepaid expenses and other | 3,388 | ||
Property and equipment, net | 1,019 | ||
Operating lease right-of-use assets | 848 | ||
Other assumed assets | 407 | ||
Accounts payable | (3,106) | ||
Accrued liabilities | (4,218) | ||
Operating lease liability | (971) | ||
Deferred tax liability | (6,645) | ||
Other assumed liabilities | (1,311) | ||
Total acquired identifiable assets and liabilities | 73,122 | ||
Goodwill | 351,598 | ||
Total consideration transferred | 424,720 | ||
Lemonaid Health, Inc. [Member] | Customer Relationships [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Intangible Assets | 14,900 | ||
Lemonaid Health, Inc. [Member] | Trademark [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Intangible Assets | 11,000 | ||
Lemonaid Health, Inc. [Member] | Developed Technology [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Intangible Assets | 24,100 | ||
Lemonaid Health, Inc. [Member] | Non-Compete Agreements [Member] | |||
Consideration transferred to acquired identifiable assets and assumed liabilities | |||
Intangible Assets | $ 2,800 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma Revenue and Net Loss Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||||
Pro forma revenue | $ 60,755 | $ 62,317 | $ 194,466 | $ 175,493 |
Pro forma net loss | $ (89,064) | $ (60,652) | $ (179,965) | $ (163,101) |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Change of Nominee Prior Notice Period Days | 180 days | 180 days | |||
Aggregate carrying value of assets | $ 1,226,315 | $ 1,226,315 | $ 452,098 | ||
Aggregate Carrying Value of total liabilities | 265,141 | 265,141 | $ 210,366 | ||
Total Revenue | 56,891 | $ 55,477 | 171,334 | $ 155,338 | |
VIE [Member] | |||||
Aggregate carrying value of assets | 11,500 | 11,500 | |||
Aggregate Carrying Value of total liabilities | 10,900 | 10,900 | |||
Total Revenue | $ 7,600 | $ 7,600 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Nov. 22, 2021 | Dec. 31, 2021 | Mar. 31, 2021 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Warrants Outstanding | 0 | ||
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount | $ 0 | ||
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount | 0 | ||
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount | 0 | ||
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount | 0 | ||
Public Warrants [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Class of warrants or rights redemption price per warrant | $ 0.10 | ||
Class A Common Stock [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Exchange ratio for shares of common stock per warrant | $ 0.2516 | ||
Level 1 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Transfer between Levels | 0 | $ 0 | |
Level 2 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Transfer between Levels | 0 | 0 | |
Level 3 [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Transfer between Levels | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||||
Balance | $ 0 | |||
Assumption of Private Placement Warrants and Public Warrants | 75,415 | |||
Redeemed/exercised warrants | (42,426) | |||
Change in fair value of warrant liabilities | $ (3,695) | $ 0 | (32,989) | $ 0 |
Balance | $ 0 | $ 0 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | $ 56,891 | $ 55,477 | $ 171,334 | $ 155,338 | |
Deferred Revenue Current | 111,961 | 111,961 | $ 71,255 | ||
Prepaid expenses and other current assets | 25,253 | 25,253 | 15,485 | ||
Cost of Revenue | 29,628 | 30,089 | 85,446 | 82,861 | |
Accounts Payable and Other Accrued Liabilities, Current | 46,297 | 46,297 | 31,953 | ||
G S K | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | 8,100 | 8,600 | 29,300 | 30,200 | |
Deferred Revenue Current | 26,200 | 26,200 | 30,100 | ||
Deferred Revenue, Noncurrent | 0 | 0 | 0 | ||
Receivables, Net, Current | 100 | 100 | 0 | ||
Prepaid expenses and other current assets | 200 | 200 | 0 | ||
Research and development expense | 6,300 | 4,200 | 18,200 | 10,700 | |
Cost of Revenue | 100 | $ 100 | 200 | $ 600 | |
Accounts Payable and Other Accrued Liabilities, Current | $ 12,500 | $ 12,500 | $ 11,500 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 111,066 | $ 111,212 |
Less: accumulated depreciation and amortization | (58,817) | (50,328) |
Property and equipment, net | 52,249 | 60,884 |
Computer and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,318 | 13,252 |
Laboratory Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 50,543 | 48,636 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,917 | 8,803 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40,435 | 39,668 |
Capitalized Asset Retirement Obligations | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 853 | $ 853 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 3,900,000 | $ 4,300,000 | $ 12,300,000 | $ 14,000,000 | |
Amortization Of Intangible Assets | 3,000,000 | 3,000,000 | |||
Intangible Assets | $ 0 | ||||
Internal Use Software | |||||
Property Plant And Equipment [Line Items] | |||||
Amortization and impairment of internal-use software including capitalized stock based compensation expense | 800,000 | 600,000 | 2,100,000 | 1,400,000 | |
Stock-based compensation expense capitalized to internal-use software | 100,000 | 100,000 | 300,000 | 200,000 | |
Impairment to internal-use software | $ 0 | $ 0 | $ 0 | $ 400,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Internal Use Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Capitalized internal-use software, gross | $ 12,799 | $ 9,200 |
Less: accumulated amortization | (4,389) | (2,311) |
Internal-use software, net | $ 8,410 | $ 6,889 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets, Net (Details) $ in Thousands | 9 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 81,500 |
Accumulated amortization | (3,042) |
Finite-Lived Intangible Assets, Net, Total | $ 78,458 |
Patents [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 years 10 months 24 days |
Gross Carrying Amount | $ 5,500 |
Accumulated amortization | (143) |
Finite-Lived Intangible Assets, Net, Total | $ 5,357 |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year 9 months 18 days |
Gross Carrying Amount | $ 14,900 |
Accumulated amortization | (1,242) |
Finite-Lived Intangible Assets, Net, Total | $ 13,658 |
Partnerships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 years 9 months 18 days |
Gross Carrying Amount | $ 23,200 |
Accumulated amortization | (623) |
Finite-Lived Intangible Assets, Net, Total | $ 22,577 |
Trademark [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years 9 months 18 days |
Gross Carrying Amount | $ 11,000 |
Accumulated amortization | (367) |
Finite-Lived Intangible Assets, Net, Total | $ 10,633 |
Developed Technology [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 6 years 9 months 18 days |
Gross Carrying Amount | $ 24,100 |
Accumulated amortization | (574) |
Finite-Lived Intangible Assets, Net, Total | $ 23,526 |
Noncompete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years 9 months 18 days |
Gross Carrying Amount | $ 2,800 |
Accumulated amortization | (93) |
Finite-Lived Intangible Assets, Net, Total | $ 2,707 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Remainder of 2022 | $ 4,552 |
2023 | 18,209 |
2024 | 15,105 |
2025 | 10,759 |
2026 | 10,759 |
Thereafter | 19,074 |
Finite-Lived Intangible Assets, Net, Total | $ 78,458 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payables | $ 29,108 | $ 19,869 |
Accrued compensation and benefits | 16,394 | 11,749 |
Accrued taxes and other | 375 | 166 |
Other | 420 | 169 |
Total accrued expenses and other current liabilities | $ 46,297 | $ 31,953 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||||
Lease cost | $ 3.4 | $ 3.4 | $ 10.2 | $ 10.2 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 2 years | 2 years | ||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 9 years 7 months 6 days | 9 years 7 months 6 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 1,811 |
2023 | 14,947 |
2024 | 14,960 |
2025 | 14,464 |
2026 | 11,105 |
Thereafter | 64,442 |
Total future operating lease payments | 121,729 |
Less: imputed interest | (34,022) |
Total operating lease liabilities | $ 87,707 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 10, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||
Non-Cancelable Purchase Obligation | $ 70.2 | |
Damages related to asserting claims | $ 100 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Schedule of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 |
Redeemable convertible preferred stock, Shares, Authorized | 209,512,070 | |
Redeemable convertible preferred stock, Shares, Issued | 209,181,855 | |
Redeemable convertible preferred stock, Shares, Outstanding | 0 | 209,181,855 |
Carrying value | $ 837,351 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 874,107 | |
Series A [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 16,330,984 | |
Redeemable convertible preferred stock, Shares, Issued | 16,330,984 | |
Redeemable convertible preferred stock, Shares, Outstanding | 16,330,984 | |
Carrying value | $ 8,815 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 8,953 | |
Series B [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 20,754,666 | |
Redeemable convertible preferred stock, Shares, Issued | 20,754,666 | |
Redeemable convertible preferred stock, Shares, Outstanding | 20,754,666 | |
Carrying value | $ 27,643 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 27,779 | |
Series C [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 22,703,050 | |
Redeemable convertible preferred stock, Shares, Issued | 22,703,050 | |
Redeemable convertible preferred stock, Shares, Outstanding | 22,703,050 | |
Carrying value | $ 30,961 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 31,179 | |
Series D [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 33,110,992 | |
Redeemable convertible preferred stock, Shares, Issued | 33,110,992 | |
Redeemable convertible preferred stock, Shares, Outstanding | 33,110,992 | |
Carrying value | $ 58,274 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 58,450 | |
Series E [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 24,414,254 | |
Redeemable convertible preferred stock, Shares, Issued | 24,414,254 | |
Redeemable convertible preferred stock, Shares, Outstanding | 24,414,254 | |
Carrying value | $ 114,936 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 115,246 | |
Series F [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 41,300,501 | |
Redeemable convertible preferred stock, Shares, Issued | 41,300,501 | |
Redeemable convertible preferred stock, Shares, Outstanding | 41,300,501 | |
Carrying value | $ 242,168 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 250,000 | |
Series F-1 [Member] | ||
Redeemable convertible preferred stock, Shares, Authorized | 50,897,623 | |
Redeemable convertible preferred stock, Shares, Issued | 50,567,408 | |
Redeemable convertible preferred stock, Shares, Outstanding | 50,567,408 | |
Carrying value | $ 354,554 | |
Redeemable convertible preferred stock, Liquidation Preference | $ 382,500 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Details) | Mar. 31, 2021shares | Dec. 31, 2021shares |
Redeemable convertible preferred stock, Shares, Outstanding | 209,181,855 | 0 |
Class B Common Stock [Member] | ||
Exchange Ratio | 2.293698169 |
Common Stock and Warrants - Add
Common Stock and Warrants - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 22, 2021USD ($)$ / sharesshares | Jun. 16, 2021Vote$ / sharesshares | Feb. 04, 2021shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($) | Sep. 30, 2021$ / shares | Mar. 31, 2021$ / sharesshares |
Class Of Stock [Line Items] | |||||||||
Stock split description | Each share of Class B common stock is convertible into one share of Class A common stock any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer | The shares and net loss per common share prior to the Merger have been retroactively restated as shares reflecting the exchange ratio established in the Merger (each outstanding share of 23andMe, Inc. Class A common stock was exchanged for 2.293698169 shares of the Company’s Class A common stock, and each outstanding share of 23andMe, Inc. Class B common stock, including all shares of 23andMe, Inc. preferred stock (which were converted to shares of 23andMe, Inc. Class B common stock immediately prior to the Merger), was exchanged for 2.293698169 shares of the Company’s Class B common stock). | |||||||
Common stock, shares authorized | 1,490,000,000 | ||||||||
Preferred stock, shares authorized | 10,000,000 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Warrants outstanding | 0 | 0 | |||||||
Number of Redeemed Warrants Redemption Payment Made To | 1,164,142 | ||||||||
Change in fair value of warrant liabilities | $ | $ (3,695) | $ 0 | $ (32,989) | $ 0 | |||||
Description of warrant redemption | Warrants were exercised, representing approximately 95% of the outstanding Warrants | ||||||||
Public Warrants and Private Placement Warrants [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Warrants exercised | 23,901,466 | ||||||||
Class A Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.00001 | |||||
Exchange Ratio | 2.293698169 | 2.293698169 | |||||||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | ||||||
Number of votes | Vote | 1 | ||||||||
Common Stock, Shares, Issued | 6,016,327 | 199,176,879 | 199,176,879 | 20,713,076 | |||||
Common Stock, Shares, Outstanding | 199,176,879 | 199,176,879 | 20,713,076 | ||||||
Exercise price | $ / shares | $ 11.50 | ||||||||
Trading days | 20 days | ||||||||
Share Redemption Trigger Price | $ / shares | $ 18 | $ 18 | |||||||
Exchange ratio for shares of Class A common stock per warrant | $ / shares | $ 0.2516 | ||||||||
Class A Common Stock [Member] | Private Placement Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of Days after the completion of an initial business combination | 30 days | ||||||||
Class of Warrant or Right Redemption Threshold Trading Days | 10 days | ||||||||
Class of warrants or rights redemption price per warrant | $ / shares | $ 10 | $ 10 | |||||||
Class A Common Stock [Member] | 23andMe, Inc [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Par value | $ / shares | $ 0.00001 | ||||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Expiry date | 5 years | 5 years | |||||||
Trading days | 20 days | ||||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Private Placement Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of Warrants | 8,113,999 | 8,113,999 | |||||||
Exercise price | $ / shares | $ 11.50 | $ 11.50 | |||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Public Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of Warrants | 16,951,609 | 16,951,609 | |||||||
Exercise price | $ / shares | $ 11.50 | ||||||||
Class A Common Stock [Member] | Lemonaid Acquisition [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Shares, Issued | 26,825,241 | ||||||||
Common stock shares subscribed | 3,747,027 | ||||||||
Class B Common Stock [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.00001 | |||||
Exchange Ratio | 2.293698169 | 2.293698169 | |||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | ||||||
Number of votes | Vote | 10 | ||||||||
Common Stock, Shares, Issued | 246,970,302 | 246,970,302 | 103,816,708 | ||||||
Common Stock, Shares, Outstanding | 246,970,302 | 246,970,302 | 103,816,708 | ||||||
Class B Common Stock [Member] | 23andMe, Inc [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Par value | $ / shares | $ 0.00001 | ||||||||
Class B Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 3,814,125 | ||||||||
Common Class C [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Common Stock, Shares, Outstanding | 0 | 0 | |||||||
Maximum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.10 | ||||||||
Minimum [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Class of warrants or rights redemption price per warrant | $ / shares | $ 0.10 | ||||||||
Additional Paid-in Capital [Member] | |||||||||
Class Of Stock [Line Items] | |||||||||
Change in fair value of warrant liabilities | $ | $ 42,400 | ||||||||
Share Price Less Than Dollar Eighteen And Greater Than Or Equals To Ten Point Zero Zero | Class A Common Stock [Member] | Public Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise price | $ / shares | $ 0.10 | $ 0.10 | |||||||
Share Redemption Trigger Price | $ / shares | 10 | $ 10 | |||||||
Class of warrants redemption notice period | 30 days | ||||||||
Share Price Less Than Dollar Eighteen And Greater Than Or Equals To Ten Point Zero Zero | Minimum [Member] | Class A Common Stock [Member] | Public Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise price | $ / shares | 18 | $ 18 | |||||||
Share Price Equals Or Exceeds Dollar Eighteen | Class A Common Stock [Member] | Public Warrants | |||||||||
Class Of Stock [Line Items] | |||||||||
Exercise price | $ / shares | 0.01 | $ 0.01 | |||||||
Class of Warrant or Right Redemption Threshold Consecutive Trading Days | 20 days | ||||||||
Class of Warrant or Right Redemption Threshold Trading Days | 30 days | ||||||||
Share Redemption Trigger Price | $ / shares | $ 18 | $ 18 | |||||||
Class of warrants redemption notice period | 30 days |
Common Stock and Warrants - Sch
Common Stock and Warrants - Schedule of Common Stock Reserved for Issuance (Detail) - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Mar. 31, 2021 | |
Class Of Stock [Line Items] | ||
Redeemable convertible preferred stock | 0 | 209,181,855 |
Outstanding stock options | 66,252,927 | 67,377,463 |
Shares available for future issuance under equity incentive plan | 136,314,305 | 278,819,076 |
2006 Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares available for future issuance under equity incentive plan | 0 | 2,259,758 |
2021 Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Shares available for future issuance under equity incentive plan | 60,360,295 | 0 |
Restricted Stock Units [Member] | ||
Class Of Stock [Line Items] | ||
Outstanding restricted stock units | 9,701,083 | 0 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Details) | Jun. 10, 2021USD ($)shares | Nov. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Aug. 31, 2020shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Mar. 31, 2021shares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 136,314,305 | 136,314,305 | 278,819,076 | ||||||
Exchange ratio of common stock | 2.293698169 | ||||||||
Shares Available for Grant, Beginning balance | 66,252,927 | 66,252,927 | 29,375,026 | ||||||
Stock Options, Granted | 4,798,281 | ||||||||
Shares Available for Grant, Exercised | 3,945,200 | ||||||||
Weighted-average grant date fair values of options granted | $ / shares | $ 9.64 | $ 2.93 | |||||||
Intrinsic value of vested options exercised | $ | $ 19,200,000 | $ 7,800,000 | |||||||
Unrecognized stock-based compensation cost | $ | $ 90,200,000 | $ 90,200,000 | |||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 4 months 24 days | ||||||||
Stock-based compensation expense | $ | 17,409,000 | $ 14,995,000 | $ 37,473,000 | 35,496,000 | |||||
Proceeds from stock options exercised | $ | 11,476,000 | 38,210,000 | |||||||
Lemonaid Health, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Unrecognized stock-based compensation cost | $ | $ 42,100,000 | ||||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years 9 months 18 days | ||||||||
General and Administrative Expense [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | 7,436,000 | 6,836,000 | 12,937,000 | 16,423,000 | |||||
General and Administrative Expense [Member] | Lemonaid Health, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ | 1,800,000 | 1,800,000 | |||||||
Stock Option Activity [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Tax benefit arising from stock option exercises | $ | 0 | $ 0 | 0 | $ 0 | |||||
Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized stock-based compensation cost | $ | $ 97,600,000 | $ 97,600,000 | |||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years 7 months 6 days | ||||||||
Early Exercise of Common Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options, Granted | 3,000,000 | ||||||||
Shares Available for Grant, Exercised | 3,000,000 | ||||||||
Proceeds from stock options exercised | $ | $ 34,700,000 | ||||||||
Maximum [Member] | Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 4 years | ||||||||
Minimum [Member] | Restricted Stock Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Vesting period | 1 year | ||||||||
2021 Incentive Equity Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Exercise price of stock options as a percentage of fair value of shares | 110.00% | ||||||||
Share-based payment award, description | The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting in 2022, in an amount equal to (i) 22,839,019 shares of Class A common stock, (ii) 3.0% of the aggregate number of shares of Class A common stock and Class B common stock outstanding, or (iii) a lesser number of shares determined by the Company’s Board of Directors prior to the applicable January 1. | ||||||||
Share-based payment award, expiration period | 10 years | ||||||||
Share-based compensation terms of award | Options under the 2021 Plan have a contractual life of up to ten years. The exercise price of a stock option shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. | ||||||||
2021 Incentive Equity Plan [Member] | Stock Option Activity [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of total stock holding | 10.00% | 10.00% | |||||||
2021 Incentive Equity Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Exercise price of stock options as a percentage of fair value of shares | 100.00% | ||||||||
ESPP [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Payroll deductions to participate in plan | 15.00% | ||||||||
2006 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options, Granted | 0 | ||||||||
2006 Equity Incentive Plan | Performance Based Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Options, Granted | 0 | ||||||||
Class A Common Stock [Member] | Lemonaid Health, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock granted subject to vest | 3,747,027 | ||||||||
Common stock granted subject to vest, Weighted average grant date fair value | $ | $ 43,900,000 | ||||||||
Class A Common Stock [Member] | 2021 Incentive Equity Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 136,000,000 | ||||||||
Exchange ratio of common stock | 2.293698169 | ||||||||
Shares Available for Grant, Beginning balance | 22,839,019 | 22,839,019 | |||||||
Common stock issued and outstanding, percentage | 3.00% | ||||||||
Class A Common Stock [Member] | 2021 Incentive Equity Plan [Member] | Lemonaid Health, Inc. [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 2,990,386 | ||||||||
Class A Common Stock [Member] | 2021 Incentive Equity Plan [Member] | Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 136,000,000 | ||||||||
Class A Common Stock [Member] | ESPP [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Shares reserved for future issuance | 11,420,000 | ||||||||
Common stock issued and outstanding, percentage | 1.00% | ||||||||
Potential annual increase in shares reserved for future issuance | 5,000,000 | ||||||||
Discount from market price, offering date | 85.00% | ||||||||
Discount from market price, purchase date | 85.00% | ||||||||
Maximum value of shares per employee | $ | $ 25,000 | ||||||||
Number of shares issued | 0 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Summary of the Activity Under the Stock Plan (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | ||
Shares Available for Grant, Beginning balance | shares | 29,375,026 | 66,252,927 |
Beginning Balance, Shares Recapitalization | shares | 38,002,437 | |
Balance as of March 31, 2021 | shares | 67,377,463 | 66,252,927 |
Stock Options, Granted | shares | 4,798,281 | |
Shares Available for Grant, Exercised | shares | (3,945,200) | |
Shares Available for Grant, Cancelled/Forfeited/Expired | shares | (1,977,617) | |
Shares Available for Grant, Ending balance | shares | 29,375,026 | 66,252,927 |
Ending Vested and exercisable, Shares Available for Grant | shares | 42,160,416 | |
Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 9.37 | $ 4.14 |
Weighted-Average Exercise Price, Recapitalization | $ / shares | (5.28) | |
Balance as of March 31, 2021 | $ / shares | 4.09 | |
Weighted-Average Exercise Price, Granted | $ / shares | 4.69 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 3.49 | |
Weighted-Average Exercise Price, Cancelled/Forfeited/Expired | $ / shares | 4.80 | |
Weighted-Average Exercise Price, Ending balance | $ / shares | $ 9.37 | 4.14 |
Weighted-Average Exercise Price, Vested and exercisable | $ / shares | $ 3.68 | |
Weighted-Average Remaining Contractual Term (Years) | 7 years 1 month 6 days | 6 years 6 months |
Weighted-Average Remaining Contractual Term (Years), Vested and Exercisable | 5 years 8 months 12 days | |
Aggregate Intrinsic Value of Options Outstanding | $ | $ 403,498 | $ 175,006 |
Aggregate Intrinsic Value of Options Outstanding, Vested and Exercisable | $ | $ 125,733 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Summary of the Value Stock Options (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 3 years 3 months 18 days | 6 years | 3 years 3 months 18 days | 6 years |
Volatility | 72.00% | 65.00% | 72.00% | 65.00% |
Risk-free rate | 1.20% | 0.40% | 1.00% | 0.30% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years 1 month 6 days | 6 years | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility | 72.00% | 65.00% | 73.00% | 68.00% |
Risk-free rate | 1.40% | 0.40% | 1.40% | 0.50% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Summary of the Restricted Stock Units (Details) - Restricted Stock Units [Member] | 9 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, beginning balance, Unvested | shares | 0 |
Unvested RSUs, Granted | shares | 9,828,944 |
Unvested RSUs, Vested | shares | 0 |
Unvested RSUs, Cancelled/forfeited | shares | (127,861) |
Unvested RSUs, ending balance, unvested | shares | 9,701,083 |
Unvested RSUs , Expected to Vest | shares | 9,701,083 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance, Unvested | $ / shares | $ 0 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 10.91 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 0 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled/forfeited | $ / shares | 10.55 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance, Unvested | $ / shares | 10.92 |
Weighted-Average Grant Date Fair Value Per Share, Expected to vest | $ / shares | $ 10.92 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Summary of the Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 17,409 | $ 14,995 | $ 37,473 | $ 35,496 |
Cost of Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,098 | 236 | 2,841 | 596 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 7,697 | 6,774 | 18,754 | 15,460 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,178 | 1,149 | 2,941 | 3,017 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 7,436 | $ 6,836 | $ 12,937 | $ 16,423 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Deferred Income Tax Benefit | $ (3,500) | $ (3,500) | ||
Provision for income taxes | $ (3,512) | $ 0 | $ (3,512) | $ 0 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Dividends paid in shares | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||||||||
Net loss | $ (89,396) | $ (16,524) | $ (42,026) | $ (44,645) | $ (36,191) | $ (35,770) | $ (147,946) | $ (116,606) |
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 426,591,111 | 96,974,875 | 334,491,905 | 95,185,171 | ||||
Net loss per share: | ||||||||
Net loss per share, basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) | ||||
Class A Common Stock [Member] | ||||||||
Numerator: | ||||||||
Net loss | $ (25,829) | $ (9,315) | $ (36,672) | $ (24,537) | ||||
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 123,255,556 | 20,232,652 | 82,912,004 | 20,030,414 | ||||
Net loss per share: | ||||||||
Net loss per share, basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) | ||||
Class B Common Stock [Member] | ||||||||
Numerator: | ||||||||
Net loss | $ (63,567) | $ (35,330) | $ (111,274) | $ (92,069) | ||||
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 303,335,555 | 76,742,223 | 251,579,901 | 75,154,757 | ||||
Net loss per share: | ||||||||
Net loss per share, basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share Basic [Line Items] | ||||
Net loss per share, basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) |
Class A Common Stock [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 79,701,037 | 17,657,235 | ||
Net loss per share, basic and diluted | (0.21) | (0.46) | $ (0.44) | $ (1.23) |
Class A Common Stock [Member] | Stock Option Activity [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 66,252,927 | 17,657,235 | ||
Class A Common Stock [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 0 | ||
Class A Common Stock [Member] | Issuance Of Common Stock Upon Early Exercise Of Options Unvested [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 0 | ||
Class A Common Stock [Member] | Restricted Stock Units [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 9,701,083 | 0 | ||
Class A Common Stock [Member] | Shares subject to vesting [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 3,747,027 | 0 | ||
Class B Common Stock [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 285,331,893 | ||
Net loss per share, basic and diluted | $ (0.21) | $ (0.46) | $ (0.44) | $ (1.23) |
Class B Common Stock [Member] | Stock Option Activity [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 63,496,772 | ||
Class B Common Stock [Member] | Redeemable Convertible Preferred Stock [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 209,181,553 | ||
Class B Common Stock [Member] | Issuance Of Common Stock Upon Early Exercise Of Options Unvested [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 12,653,568 | ||
Class B Common Stock [Member] | Restricted Stock Units [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 0 | ||
Class B Common Stock [Member] | Shares subject to vesting [Member] | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 0 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Jul. 31, 2018 | Dec. 31, 2021 | Mar. 31, 2021 | Feb. 04, 2021 | |
Common Class A [Member] | V G Acquisition Sponsor L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Price Per Share | $ 10 | ||||
Common Class A [Member] | The Anne Wojcicki Foundation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares subscribed | 2,500,000 | ||||
GSK Collaboration Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Voting interest percentage | 10.00% | 10.00% | |||
GSK Collaboration Agreement [Member] | Series F1 Redeemable Convertible Preferred Stock [Member] | |||||
Related Party Transaction [Line Items] | |||||
Redeemable convertible preferred stock purchase | 17,291,066 | ||||
Subscription Agreement [Member] | Common Class A [Member] | V G Acquisition Sponsor L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares subscribed | 25,000,000 | ||||
Common stock, Price Per Share | $ 10 | ||||
Proceeds from PIPE | $ 250 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Millions | Jan. 18, 2022 | Nov. 01, 2021 | Dec. 31, 2021 |
Subsequent Event [Line Items] | |||
Subsequent event date | Feb. 11, 2022 | ||
Lemonaid Health, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate cash consideration for acquisition | $ 101.9 | ||
Escrow deposit | $ 13 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Aggregate cash consideration for collaboration arrangement | $ 50 |