Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | May 18, 2023 | Sep. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Period End Date | Mar. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Address, Address Line One | 349 Oyster Point Boulevard | ||
Entity Address, City or Town | South San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
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 | ||
Entity Public Float | $ 750 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement to be delivered to stockholders in connection with the 2023 annual meeting of stockholders are incorporated by reference in response to Part III of this Annual Report on Form 10-K to the extent stated herein. The 2023 Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG LLP | ||
Auditor Location | Santa Clara, California | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 293,075,517 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 168,179,488 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 386,849 | $ 553,182 |
Restricted cash | 1,399 | 1,599 |
Accounts receivable, net | 1,897 | 3,380 |
Inventories | 10,247 | 10,789 |
Deferred cost of revenue | 5,376 | 7,700 |
Prepaid expenses and other current assets | 19,224 | 25,139 |
Total current assets | 424,992 | 601,789 |
Property and equipment, net | 38,608 | 49,851 |
Operating lease right-of-use assets | 56,078 | 55,577 |
Restricted cash, noncurrent | 6,974 | 6,974 |
Internal-use software, net | 15,661 | 9,635 |
Intangible assets, net | 45,520 | 73,905 |
Goodwill | 351,744 | 351,744 |
Other assets | 3,021 | 2,593 |
Total assets | 942,598 | 1,152,068 |
Current liabilities: | ||
Accounts payable (included related party amounts of $3,186 and $12,567, respectively) | 12,924 | 37,930 |
Accrued expenses and other current liabilities (included related party amounts of $8,738 and $5,772, respectively) | 66,430 | 44,588 |
Deferred revenue (included related party amounts of $11,753 and $9,181, respectively) | 62,521 | 62,939 |
Operating lease liabilities | 7,541 | 7,784 |
Total current liabilities | 149,416 | 153,241 |
Operating lease liabilities, noncurrent | 77,763 | 78,524 |
Other liabilities | 1,480 | 4,647 |
Total liabilities | 228,659 | 236,412 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Preferred stock - par value $0.0001, 10,000,000 shares authorized as of March 31, 2023 and 2022; zero shares issued and outstanding as of March 31, 2023 and 2022 | ||
Common Stock, par value $0.0001 - Class A shares, 1,140,000,000 shares authorized, 293,020,474 and 228,174,718 shares issued and outstanding as of March 31, 2023 and 2022, respectively; Class B shares, 350,000,000 shares authorized, 168,179,488 and 220,637,603 shares issued and outstanding as of March 31, 2023 and 2022, respectively | 46 | 45 |
Additional paid-in capital | 2,220,897 | 2,110,160 |
Accumulated other comprehensive income (loss) | (620) | 179 |
Accumulated deficit | (1,506,384) | (1,194,728) |
Total stockholders' equity | 713,939 | 915,656 |
Total liabilities and stockholders' equity | $ 942,598 | $ 1,152,068 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Accounts Payable, related party | $ 3,186 | $ 12,567 |
Accrued expenses and other current liabilities, related party | 8,738 | 5,772 |
Deferred revenue, current, related party | $ 11,753 | $ 9,181 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par value | $ 0.0001 | $ 0.0001 |
Class A Common Stock [Member] | ||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 |
Common Stock, Shares, Issued | 293,020,474 | 228,174,718 |
Common Stock, Shares, Outstanding | 293,020,474 | 228,174,718 |
Class B Common Stock [Member] | ||
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common Stock, Shares, Issued | 168,179,488 | 220,637,603 |
Common Stock, Shares, Outstanding | 168,179,488 | 220,637,603 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue (included related party revenue of $47,448, $46,064 and $39,917, respectively) | $ 299,489 | $ 271,893 | $ 243,920 |
Cost of revenue (includes related party costs of $530, $299 and $(1,400), respectively) | 164,993 | 138,948 | 126,914 |
Gross profit | 134,496 | 132,945 | 117,006 |
Operating expenses: | |||
Research and development (includes related party expenses of $10,709, $23,954 and $18,684, respectively) | 222,596 | 189,377 | 159,856 |
Sales and marketing | 119,927 | 100,338 | 43,197 |
General and administrative | 115,984 | 97,383 | 99,149 |
Total operating expenses | 458,507 | 387,098 | 302,202 |
Loss from operations | (324,011) | (254,153) | (185,196) |
Interest income, net | 9,676 | 277 | 255 |
Change in fair value of warrant liabilities | 0 | (32,989) | 0 |
Other income (expense), net | (93) | (83) | 1,322 |
Loss before income taxes | (314,428) | (220,970) | (183,619) |
Income tax benefit | (2,772) | (3,480) | 0 |
Net loss | (311,656) | (217,490) | (183,619) |
Other comprehensive income (loss), net of tax | (799) | 179 | |
Total comprehensive loss | $ (312,455) | $ (217,311) | $ (183,619) |
Net loss per share of Class A and Class B common stock attributable to common stockholders: | |||
Net loss per share attributable to common stockholders, basic | $ (0.69) | $ (0.60) | $ (1.84) |
Net loss per share attributable to common stockholders, diluted | $ (0.69) | $ (0.60) | $ (1.84) |
Weighted-average shares used to compute net loss per share: | |||
Weighted Average Number of Shares Outstanding, Basic | 451,504,377 | 361,528,119 | 99,660,786 |
Weighted Average Number of Shares Outstanding, Diluted | 451,504,377 | 361,528,119 | 99,660,786 |
Consolidated Statements Of Op_2
Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue from Related Parties | $ 47,448 | $ 46,064 | $ 39,917 |
Related party cost of revenue | (530) | (299) | (1,400) |
Related Party Research and Development Expense | $ 10,709 | $ 23,954 | $ 18,684 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income Loss | Accumulated Deficit [Member] |
Beginning Balance at Mar. 31, 2020 | $ (620,883) | $ 9 | $ 755,083 | $ 172,727 | $ (793,619) | |
Beginning Balance, Shares at Mar. 31, 2020 | 101,652,799 | 198,274,933 | ||||
Issuance of common stock upon exercise of stock options | 29,092 | $ 1 | 29,091 | |||
Issuance of common stock upon exercise of stock options, Shares | 11,768,079 | |||||
Issuance of common stock related to early exercise of stock options, shares | 11,108,906 | |||||
Issuance of Series F-1 redeemable convertible preferred stock at $7.56 per share, net of issuance costs of $232 | $ 82,268 | |||||
Issuance of Series F-1 redeemable convertible preferred stock at $7.56 per share, net of issuance costs of $232, Shares | 10,906,922 | |||||
Vesting Early Exercised Stock Options | 91,046 | $ 2 | 91,044 | |||
Stock-based compensation expense | 88,745 | 88,745 | ||||
Other comprehensive loss | ||||||
Net loss | (183,619) | (183,619) | ||||
Ending Balance at Mar. 31, 2021 | (595,619) | $ 12 | $ 837,351 | 381,607 | (977,238) | |
Ending Balance, Shares at Mar. 31, 2021 | 124,529,784 | 209,181,855 | ||||
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 exercise of stock options | 322,845 | $ 3 | 322,842 | |||
Issuance of common stock upon exercise of stock options, Shares | 30,572,268 | |||||
Issuance of Common Stock for Class A Common Stock Warrant Exercise | 42,356 | $ 1 | 42,355 | |||
Issuance of Common Stock for Class A Common Stock Warrant Exercise, Shares | 6,016,347 | |||||
Issuance of common stock upon Merger | 200,579 | $ 5 | 200,574 | |||
Issuance of common stock upon Merger, Shares | 46,901,747 | |||||
Issuance of Private Investment in Public Equity ("PIPE") shares | 250,000 | $ 3 | 249,997 | |||
Issuance of Private Investment in Public Equity ("PIPE") shares, shares | 25,000,000 | |||||
Issuance of common stock related to early exercise of stock options | 16,831 | 16,831 | ||||
Issuance of common stock related to early exercise of stock options, shares | 5,808,526 | |||||
Issuance of common stock upon release of RSUs, shares | 801,794 | |||||
Vesting Early Exercised Stock Options | ||||||
Stock-based compensation expense | 58,624 | 58,624 | ||||
Other comprehensive loss | 179 | $ 179 | ||||
Net loss | (217,490) | (217,490) | ||||
Ending Balance at Mar. 31, 2022 | 915,656 | $ 45 | 2,110,160 | 179 | (1,194,728) | |
Ending Balance, Shares at Mar. 31, 2022 | 448,812,321 | |||||
Issuance of common stock related to early exercise of stock options | $ 4,203 | 4,203 | ||||
Issuance of common stock related to early exercise of stock options, shares | 2,748,796 | 2,748,796 | ||||
Issuance Of Common Stock Upon Release Of Rsus | $ 1 | $ (1) | ||||
Issuance of common stock upon release of RSUs, shares | 7,062,152 | |||||
Net share settlements for stock-based minimum tax withholdings, value | (197) | (197) | ||||
Net share settlements for stock-based minimum tax withholdings, shares | $ (65,620) | |||||
Issuance of common stock under employee stock purchase plan, share | 2,642,313 | |||||
Issuance of common stock under employee stock purchase plan, value | $ 6,463 | $ 6,463 | ||||
Vesting Early Exercised Stock Options | ||||||
Stock-based compensation expense | 100,269 | 100,269 | ||||
Other comprehensive loss | (799) | (799) | ||||
Net loss | (311,656) | (311,656) | ||||
Ending Balance at Mar. 31, 2023 | $ 713,939 | $ 46 | $ 2,220,897 | $ (620) | $ (1,506,384) | |
Ending Balance, Shares at Mar. 31, 2023 | 461,199,962 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Mar. 31, 2021 USD ($) $ / shares | |
Series F1 Preferred Stock [Member] | |
Redeemable convertible preferred stock, Par Value | $ / shares | $ 7.56 |
Net of issuance cost | $ | $ 232 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (311,656) | $ (217,490) | $ (183,619) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 32,071 | 23,699 | 18,078 |
Amortization and impairment of internal-use software | 4,427 | 2,449 | 2,168 |
Stock-based compensation expense | 116,017 | 57,933 | 88,425 |
Change in fair value of warrant liabilities | 0 | (32,989) | 0 |
Impairment of long-lived assets | 10,126 | 0 | 0 |
Other | 77 | 85 | (819) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 1,483 | (899) | 3,912 |
Inventories | 542 | (4,262) | 7,884 |
Deferred cost of revenue | 2,325 | (2,219) | 1,163 |
Prepaid expenses and other current assets | 6,653 | (10,077) | 2,126 |
Operating lease right-of-use assets | 7,393 | 7,078 | 10,288 |
Other assets | (429) | (1,820) | 573 |
Accounts payable (included related party amounts of $(12,567) and $(4,422), respectively) | (24,573) | 22,856 | 137 |
Accrued expenses and other current liabilities (included related party amounts of $2,966, $(1,293) and $3,517, respectively) | 2,671 | 8,316 | 82 |
Deferred revenue (included related party amounts of $2,572, $(20,959)and $(14,917), respectively) | (418) | (8,799) | (16,210) |
Operating lease liabilities | (8,934) | (7,054) | (8,528) |
Other liabilities | (3,165) | (3,635) | 88 |
Net cash used in operating activities | (165,390) | (166,828) | (74,252) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (4,048) | (3,968) | (4,054) |
Purchases of intangible assets | (5,500) | ||
Proceeds from sale of property and equipment | 5 | 1 | 838 |
Capitalized internal-use software costs | (7,262) | (4,505) | (3,320) |
Cash paid for acquisitions, net of cash acquired | (94,165) | ||
Net cash used in investing activities | (11,305) | (108,137) | (6,536) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable convertible preferred stock | 82,500 | ||
Payments for issuance costs of redeemable convertible preferred stock | (232) | ||
Proceeds from exercise of stock options (included related party amounts of zero, zero and $67,359, respectively) | 4,203 | 16,998 | 76,151 |
Payments of deferred offering costs | (693) | (30,642) | (3,084) |
Proceeds from issuance of common stock upon merger | 309,720 | ||
Proceeds from PIPE (included related party amounts of zero, $25,000 and zero, respectively) | 250,000 | ||
Proceeds from exercise of merger warrants | 44 | ||
Payments for taxes related to net share settlement of equity awards | (197) | ||
Proceeds from issuance of common stock under employee stock purchase plan | 6,464 | ||
Payment for warrant redemptions | (116) | ||
Net cash provided by financing activities | 9,777 | 546,004 | 155,335 |
Effect of exchange rates on cash | 385 | (146) | |
Net increase (decrease) in cash and restricted cash | (166,533) | 270,893 | 74,547 |
Cash and restricted cash—beginning of period | 561,755 | 290,862 | 216,315 |
Cash and restricted cash—end of period | 395,222 | 561,755 | 290,862 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchases of property and equipment during the period included in accounts payable and accrued expenses | 473 | 722 | 535 |
Stock-based compensation capitalized for internal-use software costs | 3,191 | 1,166 | 637 |
Vesting of related party early exercised stock options | 91,046 | ||
Reclassification of deferred offering costs | 3,971 | ||
Assumption of merger warrants liability | 75,415 | ||
Deferred offering costs during the period included in accounts payable and accrued expenses | 45 | 887 | |
Conversion of redeemable convertible preferred stock to common stock | 837,351 | ||
Redemption/Exercise of Class A Common Stock Warrants | 42,354 | ||
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 | ||
Cash and cash equivalents | 386,849 | 553,182 | 282,489 |
Restricted cash, current | 1,399 | 1,599 | 1,399 |
Restricted cash, noncurrent | 6,974 | 6,974 | 6,974 |
Cash and cash equivalents | 386,849 | 553,182 | |
Total cash, cash equivalents and restricted cash | $ 395,222 | $ 561,755 | $ 290,862 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Amounts | $ 25,000 | ||
Accounts Payable [Member] | |||
Related Party Amounts | $ (9,381) | 8,145 | $ 191 |
Accrued Expenses And Other Current Liabilities [Member] | |||
Related Party Amounts | 2,966 | (1,293) | 3,517 |
Deferred Revenue [Member] | |||
Related Party Amounts | 2,572 | (20,959) | (14,917) |
Exercise Of Stock Options [Member] | |||
Related Party Amounts | 0 | 0 | 67,359 |
PIPE [Member] | |||
Related Party Amounts | $ 0 | $ 25,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | 1. Organization and Description of Business 23andMe Holding Co. (the “Company” or “23andMe”) is dedicated to helping people access, understand, and benefit from the human genome. The Company is building the leading direct-to-consumer precision medicine platform that powers our genetics driven therapeutics and research business. 23andMe, Inc., the Company’s accounting predecessor, was incorporated in Delaware in 2006. The Company is headquartered in South San Francisco, California. On November 1, 2021, the Company completed its acquisition (the “Lemonaid Acquisition”) of Lemonaid Health, Inc. (“Lemonaid” or “Lemonaid Health”), pursuant to that certain Agreement and Plan of Merger and Reorganization (the “Lemonaid Health Merger Agreement”), dated as of October 21, 2021. See Note 4, “ Acquisition, ” for additional details. Through the Lemonaid Health platform, the Company offers patients affordable and direct online access to medical care, from consultation through treatment, for a number of common conditions, using evidence-based guidelines and up-to-date clinical protocols. When medications are prescribed by Lemonaid Health’s affiliated healthcare professionals, patients can use Lemonaid Health’s online pharmacy for fulfillment. Patients also can access telehealth consultations for certain 23andMe genetic reports through Lemonaid. 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 (the “Merger Agreement”), 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. 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 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. S ee Note 3, “ Recapitalization, ” for additional details. 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. The public warrants stopped trading on Nasdaq and were delisted after the redemption by the Company in December 2021. See Note 3, “ Recapitalization, ” and Note 13, “ Shareholders' Equity, ” for additional details. The Company has evaluated how it is organized and managed and has identified two reporting segments: Consumer and Research Services, and Therapeutics. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principle of Consolidation The Company’s 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. For the fiscal years ended March 31, 2023, 2022 and 2021, the Company’s operations were primarily in the United States. For the fiscal years ended March 31, 2023 and 2022, the Company had immaterial operations in the United Kingdom (“U.K.”). Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2023, 2022 and 2021 refer to the fiscal years ended March 31, 2023, 2022 and 2021, respectively. Use of Estimates The preparation of 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 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 capitalization and estimated useful life of internal use software; the useful life of long-lived assets; fair value of intangible assets acquired in business combinations; the carrying value of goodwill; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of stock options, annual incentive bonuses payable in the form of restricted stock units (“RSUs”), as well as the Company’s common stock prior to the Closing Date of the Merger; 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 consolidated financial statements. During the fiscal year ended March 31, 2022, the Company recorded an adjustment to revenue related to a change in estimate in connection with the collaboration agreement with GlaxoSmithKline plc (“GSK”). The change in estimate was driven by a change in the total project resources resulting in a reduction in the total estimated project hours, which impacted the measurement of progress of the arrangement using the input method. The adjustment increased revenue by $ 9.0 million, decreased net loss by $ 9.0 million and decreased the Company’s basic and diluted net loss per share by $ 0.02 for the fiscal year ended March 31, 2022. 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 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 consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the 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 fiscal years ended March 31, 2023 , 2022 and 2021. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the fiscal years ended March 31, 2023 , 2022 and 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents and accounts receivable. The Company maintains a majority of its cash and cash equivalents with a single high-quality financial institution, 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 Note 5, “ Revenue, ” 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: March 31, 2023 March 31, 2022 Percentage of accounts receivable: Customer C 69 % 25 % Customer F 27 % 19 % Customer G 0 % 44 % Year Ended March 31, 2023 2022 2021 Percentage of revenue: Customer C 22 % 20 % 21 % Customer B 16 % 17 % 16 % Cash, Cash Equivalents and Restricted Cash Cash consists of bank deposits held at financial institutions. Cash in U.S. banks is insured to the extent defined by the Federal Deposit Insurance Corporation. Cash equivalents consist primarily of short-term money market funds. The Company maintains certain cash amounts restricted as to its withdrawal or use. The Company held total restricted cash of $ 8.4 million and $ 8.6 million as of March 31, 2023 and 2022, respectively, which are related to letters of credit in connection with operating lease agreements, as well as collateral held against the Company’s corporate credit cards. Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Accounts Receivable, Net Accounts receivable is recorded at the invoiced amount, net of estimated reserves for customer refunds, sales incentives, and bad debt, and is not interest-bearing. Accounts receivable represent amounts billed to the customers for bulk order and retail sales, and amounts billed under research services arrangements. Accounts receivable deemed uncollectable are charged against the estimated reserves when identified. The estimated reserves are based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the estimated reserves based on a combination of factors, including an assessment of past collection experience, credit quality of the customer, customer’s aging balance, nature and size of the customer, the financial condition of the customer and the amount of any receivables in dispute. The reserves for customer refunds, sales incentives and bad debt were immaterial for all periods presented. Inventories Inventories consist primarily of raw material of Kits and DNA microarrays and are stated at the lower of cost or net realizable value. Kits are shipped to and stored at third-party warehouses and retail consignment sites. DNA microarrays are shipped and stored at third-party laboratories. All inventories are expected to be delivered to the Company’s customers within a normal operating cycle for the Company, which is 12 months. Accordingly, all the Company’s Kits and DNA microarrays are classified as current assets in the consolidated balance sheets. Cost is determined using standard cost, which approximates the average cost of the inventory items, including shipping and taxes. The Company has determined that all of its inventories would be sold above cost, and that no reserve for lower of cost or net realizable value is required for the Company’s inventories as of March 31, 2023 and 2022. Deferred Cost of Revenue Deferred cost of revenue consists primarily of the purchase costs and shipping and fulfillment costs of Kits that have been shipped to consumers and non-consigned retail sites. Deferred cost of revenue is recognized as cost of revenue when the performance obligation to which it relates is fulfilled, which is when the Kit is processed and initial results are made available to the customer, and the respective deferred revenue is recognized. Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in consolidated statements of operations and comprehensive loss in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer and software 3 years Laboratory equipment and software 5 years Furniture and office equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life Internal-Use Software The Company capitalizes certain costs related to the development of its customer platform and other internal-use software, primarily consisting of employee-related costs. Costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Internal-use software is amortized using the straight-line method over the estimated useful life, which is generally two to four years. Goodwill and Intangible Assets Goodwill amounts are not amortized, but rather tested for impairment annually or more often if circumstances indicate that the carrying value may not be recoverable. The Company tests goodwill for impairment on an annual basis in the fourth quarter of each year, on January 1. In the impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company recognizes an impairment charge equal to the amount in excess. There were no impairment charges to goodwill during the fiscal years ended March 31, 2023, 2 022 and 2021. 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 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 consolidated statements of operations and comprehensive loss. Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment, internal-use software, acquired 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. Leases The Company determines if an arrangement is or contains a lease at inception. The Company evaluates classification of leases as either operating or finance at commencement and, as necessary, at modification. Operating leases are included in operating lease right-of-use (“ROU”) assets, other accrued liabilities, and operating lease liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. As the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes initial direct costs incurred and lease payments made prior to lease commencement less lease incentives received. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include property taxes and costs incurred by lessors for common area maintenance. The Company's lease terms are the non-cancelable period stated in the contract, including any rent-free periods provided by the lessor, adjusted for any options to extend or terminate when it is reasonably certain that the Company will exercise that option. The Company accounts for lease and non-lease components in its lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company does not recognize the right-of-use assets and liabilities for leases with lease terms of twelve months or less. As of March 31, 2023 and 2022, the Company did no t have any finance leases. Revenue Recognition The Company generates revenue primarily from its Consumer & Research Services segment, which includes revenue from its Personal Genome Service® (“PGS”), telehealth, and research services. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for transferring the products or services to a customer (the “transaction price”). The transaction price includes various forms of variable consideration, as discussed below. In general, the transaction price is paid by customers at contract inception. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) price basis. The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. The SSP for each performance obligation is based on the prices at which the Company separately sells the products and services. If an observable price from stand-alone sales is not available, the Company uses the adjusted market assessment approach, using reasonably available information and applicable inputs, to estimate the selling price of each performance obligation. PGS The Company generates PGS revenue by providing customers with a broad suite of genetic reports, including information on customers’ genetic ancestral origins, personal genetic health risks, and chances of passing on certain rare carrier conditions to their children, as well as reports on how genetics can impact responses to medication. The Company’s contracts with customers for PGS services include multiple performance obligations: (1) initial ancestry reports, (2) ancestry updates, (3) initial health reports, (4) health updates, and (5) subscriptions for extended health insights with access to exclusive reports and features. The transaction price for PGS revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to refunds. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company bases its estimates of variable consideration related to refunds on historical data and other information. Estimates include: (i) timing of the returns and fees incurred, (ii) pricing adjustments related to returns and fees, and (iii) the quantity of product that will be returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Provisions for returns are based on service-level return rates and recent unprocessed return claims, as well as relevant market events and other factors. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related PGS revenue is recognized. Based on the distribution model for PGS services and the nature of the services being provided, the Company believes there will be minimal refunds and has not experienced material historical refunds. Revenue is recognized at a point in time upon delivery of the initial ancestry reports and initial health reports to the customer, as the customer obtains control when the report is received. Revenue is recognized over time for ancestry updates and health updates over the period the customer is estimated to remain active. The Company estimates this period based on the historical average period that the customer continues to engage with the available report updates after the delivery of the initial reports. These updates are provided to the customer, when and if available, throughout the estimated period of activity during which the customer interacts with the PGS service. The Company re-evaluates these estimates at the end of each reporting period and adjusts accordingly. The Company has determined that access to the updates, when and if available, that are provided over the estimated period qualifies as a series of distinct goods or services, for which revenue is recognized ratably over the period estimated by the Company. Subscription revenue for extended health insights is recognized ratably over the contractual subscription period as the customer benefits from having access to these insights evenly throughout this period. 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 for processing, 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 Kit return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 27.7 million, $ 21.9 million and $ 24.1 million for the fiscal years ended March 31, 2023, 2022 and 2021, 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. Research Services The Company generates research services revenue by performing research services under agreements with third parties relating to the use of the Company’s genotypic and phenotypic data to perform various research activities, including identifying promising drug targets and further researching specific ailments or patient treatment areas. The Company’s contracts with customers for research services can include multiple performance obligations: (1) genotyping, (2) survey, (3) data analysis, (4) recruitment, (5) web development, (6) project management, and (7) dedicated research time. The transaction price for research services revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration including, but not limited to, per participant fees, additional compensation for certain industry approvals, payments for milestones achieved early, and penalties for customer delays. The Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method. The Company bases its estimates of variable consideration on historical data and other available information. The Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. Based on the historical data available, the Company believes that there will be minimal amounts of variable consideration earned and, as such, the transaction price for research services is not materially impacted. Variable consideration estimates are revisited at the end of each reporting period and adjustments are made accordingly. To recognize revenue, the Company compares actual hours incurred to date to the overall total expected hours that will be required to satisfy the performance obligation. The use of personnel hours is a reasonable measure of progress as the Company fulfills its contractual obligations through research performed by the Company's personnel. Revenues are recognized over time as the hours are incurred. All estimates are reviewed by the Company at the end of each reporting period and adjustments are made accordingly. Telehealth The Company generates telehealth revenues from pharmacy fees, patient fees, and membership fees. The transaction price for telehealth services includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to sales deductions, including (1) product returns, including return estimates and (2) fees for transaction processing and chargebacks. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related telehealth revenue is recognized. The Company's customers have limited return rights related to the telehealth services. The Company has not historically experienced material returns and believes that there will be minimal returns in the future. As such, the transaction price for telehealth services is not materially impacted. Provisions for transaction fees and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual transaction fees and chargebacks processed relating to sales recognized. 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. The Company has determined that these contracts contain one performance obligation. 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. The Company has determined that each service event is a distinct performance obligation. 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 to each 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 makes a pre-payment for the membership term. The Company has determined that access to the services over the membership period qualifies as a series of distinct goods or services for which revenue is recognized ratably over the respective membership period. 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”). PMCs are organized under state law as professional entities that are owned by physicians licensed in the applicable state and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. See Note 8, “ Variable Interest Entities ,” for additional details. 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. 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 Topic 808, Collaborative Arrangements . 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 Company's collaboration agreements. Cost of Revenue Cost of revenue for PGS primarily consists of cost of raw materials, lab processing fees, personnel-related expenses, including salaries and benefits and stock-based compensation, shipping and handling, and allocated overhead. Shipping costs for the Kits are incurred prior to fulfillment of consumer services obligations and the corresponding shipping and handling expense is reported in cost of revenue. Cost of revenue for research services primarily consists of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated overhead. Research and Development Research and development costs primarily consist of personnel-related expenses, including salaries, benefits and stock-based compensation, associated with the Company’s research and development personnel, collaboration expenses, laboratory services and supplies costs, third-party data services, and allocated overhead. Research and development costs are expensed as incurred. Advertising Costs Advertising costs consist primarily of direct expenses related to television and radio advertising, including production and branding, paid search, online display advertising, direct mail, and affiliate programs. Advertising production costs are expensed the first time the advertising takes place, and all other advertising costs are expensed as incurred. Advertising costs amou nted to $ 49.1 million, $ 54.7 million and $ 11.2 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively, and are included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. Deferred advertising costs primarily consist of vendor payments made in advance to secure media spots across varying media channels, as well as production costs in |
Recapitalization
Recapitalization | 12 Months Ended |
Mar. 31, 2023 | |
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. 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 consolidated balance sheet. The cash outflows related to these costs were presented as financing activities on the Company’s 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 13, “Stockholders' Equity,” 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 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. Following the one-year anniversary of the Closing Date, the Founder Shares were released and distributed to the Sponsors and VGAC Insiders in August 2022. The Founder 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 March 31, 2023, 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. |
Acquisition
Acquisition | 12 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisition On November 1, 2021, the Company completed the Lemonaid Acquisition and acquired all of the outstanding equity of Lemonaid Health. 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 acquisition date, the fair value of the pre-acquisition 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 $ 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. $ 6.0 million of the escrow amount was released in May 2023, and any remaining escrow amount will be released in May 2024 . 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 14, “ Equity Incentive Plans and Stock-Based Compensation ,” for additional details. The Company also incurred acquisition costs of $ 9.4 million directly related to the Lemonaid Acquisition, which were recorded within general and administrative expenses on the consolidated statements of operations and comprehensive loss. 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 following is the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Lemonaid Acquisition as of the acquisition date: 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 Topic 820, Fair Value Measurement ("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 was 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 was 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 consolidated statements of operations and comprehensive loss. Amortization expense for fiscal years ended March 31, 2023 and 2022 was $ 16.5 million and $ 7.3 million, respectively. The excess of the consideration paid over the fair value of the net assets acquired is recorded as goodwill. The acquired goodwill of $ 351.7 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 relationships. The goodwill recognized upon acquisition is not expected to be deductible for 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 were partially offset with its 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 for the fiscal year ended March 31, 2022. The Company had a remaining foreign deferred tax liability of $ 3.1 million as of March 31, 2022, which was reversed in the fiscal year ended March 31, 2023 due to impairment charges related to an acquired intangible asset. From the closing of the Lemonaid Acquisition date through March 31, 2022, the Company recognized revenue of $ 19.2 million and net loss of $ 22.3 million related to Lemonaid Health. The 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 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. Year Ended March 31, 2022 2021 (in thousands) Pro forma revenue (1) $ 295,025 $ 271,532 Pro forma net loss (1) $ ( 241,382 ) $ ( 237,162 ) (1) As if the Lemonaid Acquisition was consummated on April 1, 2020. The 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. |
Revenue
Revenue | 12 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Revenue | 5. Revenue Disaggregation of Revenue The following table presents revenue by category: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) Point in Time PGS $ 182,866 61 % $ 189,703 70 % $ 191,066 78 % Telehealth 34,961 12 % 15,299 6 % — 0 % Consumer services 217,827 73 % 205,002 76 % 191,066 78 % Research services — 0 % — 0 % — 0 % Therapeutics — 0 % — 0 % 54 0 % Total $ 217,827 73 % $ 205,002 76 % $ 191,120 78 % Over Time PGS $ 19,548 7 % $ 12,978 5 % $ 6,459 3 % Telehealth 9,761 3 % 3,908 1 % — 0 % Consumer services 29,309 10 % 16,886 6 % 6,459 3 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % — 0 % Total $ 81,662 27 % $ 66,891 24 % $ 52,800 22 % Revenue by Category PGS $ 202,414 68 % $ 202,681 75 % $ 197,525 81 % Telehealth 44,722 15 % 19,207 7 % — 0 % Consumer services 247,136 83 % 221,888 82 % 197,525 81 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % 54 0 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) United States $ 217,242 73 % $ 192,438 71 % $ 176,120 72 % United Kingdom 63,023 21 % 58,477 22 % 49,386 20 % Canada 13,581 4 % 14,293 5 % 12,172 5 % Other regions 5,643 2 % 6,685 2 % 6,242 3 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % 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 and are included in prepaid expenses and other current assets on the consolidated balance sheets. The amount of contract assets was immaterial as of March 31, 2023 and 2022. 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 and from customers related to subscription for extended health insight performance obligations that have not been satisfied as of the balance sheet date. Deferred revenue is recognized when the obligation to deliver membership services or subscription services is satisfied. As of March 31, 2023 and 2022, deferred revenue for consumer services was $ 48.6 million and $ 51.3 million, respectively. Of the $ 51.3 million and $ 39.3 million of deferred revenue for consumer services as of March 31, 2022 and 2021, respectively, the Company recognized $ 46.6 million and $ 31.9 million as revenue during the fiscal years ended March 31, 2023 and 2022, respectively. As of March 31, 2023 and 2022, deferred revenue for research services was $ 14.0 million and $ 11.6 million, respectively, which included related party deferred revenue amounts of $ 11.8 million and $ 9.2 million, respectively. Of the $ 11.6 million and $ 31.9 million of deferred revenue for research services as of March 31, 2022 and 2021, respectively, the Company recognized $ 9.7 million and $ 31.4 million as revenue during the fiscal years ended March 31, 2023 and 2022, respectively, which included related party revenue amounts of $ 9.2 million and $ 30.1 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 March 31, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 21.6 million. The Company expects to recognize revenue o n approximately 91 % of t his amount over the next 12 months and the remainder thereafter. During the fiscal years ended March 31, 2023, 2022 and 2021, the Company did not recognize any revenue for performance obligations satisfied in prior periods. |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 8. Variable Interest Entities Through the Lemonaid Acquisition 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 the customer’s choice, only if the medical provider believes such 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 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 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 consolidated balance sheets for the VIEs after elimination of intercompany transactions were not material as of March 31, 2023 and were $ 11.2 million and $ 13.3 million, respectively, as of March 31, 2022. Total revenue included on the consolidated statements of operations and comprehensive loss for the VIEs after elimination of intercompany transactions was $ 40.2 million and $ 19.4 million for the fiscal years ended March 31, 2023 and 2022, respectively. Net income (loss) attributable to the VIEs included on the consolidated statements of operations and comprehensive loss was $ 14.0 million and $( 2.1 ) million for the fiscal years ended March 31, 2023 and 2022, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 7. Segment Information The Company currently operates in two reporting segments: Consumer and Research Services, and Therapeutics. The Consumer and 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). 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 and Research Services segment. See Revenue Recognition within Note 5, “ Revenue, ” for additional information regarding revenue. There are no inter-segment sales. Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications 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 a non-GAAP financial measure that is defined as net income (loss) before net interest income (expense), net other income (expense), income tax expenses (benefit), depreciation and amortization, impairment charges, stock-based compensation expense, acquisition-related costs, and other items that are considered unusual or not representative of underlying trends of our business, including but not limited to: changes in fair value of warrant liabilities, litigation settlement, and restructuring and other charges , if applicable for the periods presented. 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-term 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: Year Ended March 31, 2023 2022 2021 (in thousands) Segment Revenue: Consumer and Research Services $ 299,489 $ 271,893 $ 243,866 Therapeutics - - 54 Total revenue $ 299,489 $ 271,893 $ 243,920 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 17,997 ) $ ( 30,112 ) $ 12,796 Therapeutics Adjusted EBITDA ( 88,503 ) ( 76,944 ) ( 58,734 ) Unallocated Corporate (1) ( 54,801 ) ( 43,684 ) ( 30,587 ) Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 311,656 ) $ ( 217,490 ) $ ( 183,619 ) Adjustments Interest income, net ( 9,676 ) ( 277 ) ( 255 ) Other (income) expense, net 93 83 ( 1,322 ) Change in fair value of warrant liabilities — ( 32,989 ) — Income tax benefit ( 2,772 ) ( 3,480 ) — Depreciation and amortization 20,239 18,899 20,246 Amortization of acquired intangible assets 16,486 7,269 — Impairment of acquired intangible asset 9,968 — — Stock-based compensation expense 116,017 57,933 88,425 Acquisition-related costs (2) — 9,362 — Litigation settlement (3) — 9,950 — Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) (1) Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. (2) For the fiscal year ended March 31, 2022, acquisition-related costs primarily consisted of advisory, legal and consulting fees. (3) For the fiscal year ended March 31, 2022, litigation settlement is litigation cost net of insurance recoveries , which is not expected to occur on a recurring basis and not part of the Company's normal and continued business activity. Customers accounting for 10% or more of segment revenues were as follows: Year Ended March 31, 2023 2022 2021 (in thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 65,721 22 % $ 53,875 20 % $ 51,786 21 % Customer B (2) $ 47,448 16 % $ 46,064 17 % $ 39,917 16 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. Revenue by geographical region can be found in the revenue recognition disclosures in Note 5, “ Revenue. ” Substantially 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. |
Collaborations
Collaborations | 12 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | . Collaborations GlaxoSmithKline Agreement In July 2018, the Company and an affiliate of 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. In January 2022, GSK elected to exercise the option to extend the exclusive target discovery term for an additional year to July 2023. In October 2022, the Company received a one-time payment of $ 50.0 million from GSK in consideration of the exercise of the option pursuant to the GSK Agreement. 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. The Company recognizes research services revenue related to the GSK Agreement as the performance obligation is satisfied using an input method to measure progress. The Company believes that actual hours incurred relative to projected hours is the most accurate measurement of progress for the input method. 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 on the consolidated statements of operations and comprehensive loss 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 $ 47.4 million, $ 46.1 million and $ 39.9 million during the fiscal years ended March 31, 2023, 2022 and 2021, respectively. As of March 31, 2023 and 2022, the Company had deferred revenue, all of which was current, related to the GSK Agreement of $ 11.8 million a nd $ 9.2 million, respectively. Cost-sharing amounts incurred prior to the identification of targets included in cost of revenue were $ 0.5 million, $ 0.3 million and $( 1.4 ) million during the fiscal years ended March 31, 2023 , 2022 and 2021, respectively. Cost-sharing amounts incurred subsequent to the identification of targets, included in research and development expenses, were $ 10.7 million, $ 24.0 million and $ 18.7 million during the fiscal years ended March 31, 2023, 2022 and 2021, respectively. As of March 31, 2023 and 2022, the Company had $ 11.9 million a nd $ 18.3 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 on the consolidated balance sheets. GSK’s affiliate, Glaxo Group Limited, held shares of the Company's Class B common stock, representing 20.1 % and 16.3 % of the Company's combined voting power as of March 31, 2023 and 2022, respectively; therefore, GSK is considered as a related party to the Company. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 9. Fair Value Measurements Recurring 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 March 31, 2023 and 2022. There were no financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2022 and 2021. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2023: March 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 372,000 $ 372,000 $ — $ — Total financial assets $ 372,000 $ 372,000 $ — $ — Cash equivalents consist primarily of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. For the fiscal year ended March 31, 2022, changes in warrant liabilities were primarily related to Private Placement Warrants and Public Warrants defined and discussed in Note 13, “ Stockholders’ Equity .” The Warrants were measured at fair value on a recurring basis. The Company performed routine procedures such as comparing prices obtained from independent sources to ensure that appropriate fair values are recorded. The Company valued the Private Placement Warrants using a binomial lattice model. Inherent in a binomial lattice model (“lattice model”) are assumptions related to expected term, volatility, risk-free interest rate, and dividend yield. The expected term of the Warrants was determined to be equivalent to their remaining contractual term and includes consideration of the redemption features that were incorporated into the binomial lattice model. The Company derived the volatility of its Private Placement Warrants based on an implied volatility that was estimated using an iterative process to calibrate a binomial lattice model to the trading price of the Public Warrant. The risk-free interest rate is based on the U.S. Treasury’s rates of U.S. Treasury zero-coupon bonds with a maturity similar to the expected term of the Private Placement Warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. 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 consolidated statements of operations and comprehensive loss. Since all liability-classified warrants were exercised or redeemed as of March 31, 2022, the associated warrant liabilities were reclassified to additional paid-in capital. As of March 31, 2023 and 2022, no Warrants were outstanding. See Note 13, “ Stockholders’ Equity, ” 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 March 31, 2023 and 2022 $ — As of March 31, 2023, 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 fiscal year ended March 31, 2022, there were no longer any Level 3 Private Placement Warrant liabilities as of March 31, 2023 and 2022. Nonrecurring Fair Value Measurements Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. See Note 4, “ Acquisition, ” for additional detail. Certain of the Company’s assets, including intangible assets and goodwill, are measured at fair value on a nonrecurring basis. During the fiscal year ended March 31, 2023, the Company recorded a $ 10.0 million impairment charge to write down the value of an acquired intangible asset to its estimated fair value. See Intangible Assets, Net in Note 10, “ Balance Sheet Components, ” for additional information. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | . Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Computer and software $ 10,376 $ 10,573 Laboratory equipment and software 52,785 51,557 Furniture and office equipment 8,946 8,926 Leasehold improvements 40,964 40,566 Capitalized asset retirement obligations 853 853 Property and equipment, gross 113,924 112,475 Less: accumulated depreciation and amortization ( 75,316 ) ( 62,624 ) Property and equipment, net $ 38,608 $ 49,851 Depreciation and amortization expense was $ 14.8 million, $ 16.1 million and $ 18.1 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. Internal-Use Software, Net Internal-use software, net consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Capitalized internal-use software $ 25,180 $ 14,804 Less: accumulated amortization ( 9,519 ) ( 5,169 ) Internal-use software, net $ 15,661 $ 9,635 During the fiscal years ended March 31, 2023, 2022 and 2021, t he Company capitalize d $ 10.8 million, $ 5.7 million and $ 4.0 million, respectively, in internal-use software, including $ 3.2 million, $ 1.2 million and $ 0.6 million, respectively, of stock-based compensation expense. For the fiscal years ended March 31, 2023 , 2022 and 2021, amortization and impairment of internal-use software was $ 4.8 million, $ 2.9 million and $ 2.0 million, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: March 31, 2023 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Carrying Amount (in thousands, except years) Customer relationships 0.6 $ 14,900 $ ( 10,554 ) $ — $ — $ 4,346 Partnerships 8.6 23,200 ( 4,385 ) ( 9,968 ) ( 1,122 ) 7,725 Trademark 3.6 11,000 ( 3,117 ) — — 7,883 Developed technology 5.6 24,100 ( 4,877 ) — — 19,223 Non-compete agreements 3.6 2,800 ( 793 ) — — 2,007 Patents 5.5 5,500 ( 1,164 ) — — 4,336 Total intangible assets $ 81,500 $ ( 24,890 ) $ ( 9,968 ) $ ( 1,122 ) $ 45,520 March 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer relationships 1.6 $ 14,900 $ ( 3,104 ) $ 11,796 Partnerships 6.6 23,200 ( 1,558 ) 21,642 Trademark 4.6 11,000 ( 917 ) 10,083 Developed technology 6.6 24,100 ( 1,436 ) 22,664 Non-compete agreements 4.6 2,800 ( 233 ) 2,567 Patents 6.4 5,500 ( 347 ) 5,153 Total intangible assets $ 81,500 $ ( 7,595 ) $ 73,905 Amortization expense for intangible assets was $ 17.3 million and $ 7.6 million for the fiscal years ended March 31, 2023 and 2022, respectively. There were no intangible assets as of March 31, 2021. During the third quarter of the fiscal year ended March 31, 2023, due to decreased revenue associated with a delayed product launch and margin forecasts for the U.K. partnership business, the Company performed an interim quantitative impairment test for the U.K. partnership asset group as of December 31, 2022. The fair value of the asset group was calculated using a discounted cash flow and was determined to be lower than its carrying value. As a result, the Company recorded a $ 10.0 million impairment charge to write down the value of the partnership intangible asset to its estimated fair value. The charge was recorded within sales and marketing expenses in its Consumer and Research segment in the consolidated statements of operations and comprehensive loss. There was no impairment to intangible assets during the fiscal years ended March 31, 2022 and 2021. Estimated future amortization expense of the identified intangible assets as of March 31, 2023 was as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, 2024 $ 12,265 2025 7,919 2026 7,919 2027 6,770 2028 5,006 Thereafter 5,641 Total estimated future amortization expense $ 45,520 Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Accrued payables $ 17,030 $ 20,937 Accrued compensation and benefits 14,737 14,241 Accrued bonus 21,600 657 Accrued clinical expenses 11,707 6,717 Accrued taxes and other 1,356 2,036 Total accrued expenses and other current liabilities $ 66,430 $ 44,588 |
Leases
Leases | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 11. Leases The Company has entered into operating leases for its corporate offices, lab facilities and storage spaces, with remaining contractual periods ranging from 2.8 years to 8.3 years. In February 2023, the Company entered into an operating lease amendment to extend the lease term of its South San Francisco, California lab facility for two years, which resulted in $ 9.3 million of non-cancellable future minimum lease payments and a revised lease term through January 2027. For the Company’s facility in Sunnyvale, California, there is an option to extend the lease for a period of seven years. The Company is not reasonably certain that it will exercise this option and therefore it is not included in its ROU assets and lease liabilities as of March 31, 2023. The Company did not have any finance leases for all the periods presented. The components of lease costs and other information related to leases were as follows: Year Ended March 31, 2023 2022 2021 (in thousands, except years and percentages) Operating lease cost $ 13,650 $ 13,640 $ 13,614 Variable lease cost 5,422 6,425 5,809 Total lease cost $ 19,072 $ 20,065 $ 19,423 Cash paid for amounts included in the measurement of operating lease liabilities, net $ ( 14,941 ) $ ( 13,490 ) $ ( 10,334 ) ROU assets obtained in exchange for new operating lease obligations $ 7,930 $ — $ 12,803 Weighted average remaining lease term (years) 7.5 8.4 9.2 Weighted average discount rate 8 % 7 % 7 % As of March 31, 2023, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: As of March 31, 2023 (in thousands) Fiscal years ending March 31, 2024 $ 13,800 2025 15,474 2026 15,946 2027 15,472 2028 11,666 Thereafter 41,430 Total future operating lease payments 113,788 Less: imputed interest ( 28,484 ) Total operating lease liabilities $ 85,304 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Non-cancelable Purchase Obligations In the normal course of business, the Company enters into agreements containing non-cancelable purchase commitments for goods or services with various parties. As of March 31, 2023, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: As of March 31, 2023 (in thousands) Fiscal years ending March 31, 2024 $ 21,796 2025 14,719 2026 22 Total $ 36,537 The amounts purchased under these agreements with non-cancelable purchase obligations were $ 29.9 million, $ 34.7 million and $ 23.6 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively. 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 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 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 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. On March 30, 2022, the Company and Celmatix agreed to a settlement, pursuant to which the Company made a payment of $ 10.0 million net of insurance coverage and all claims and counter-claims were released. The parties filed a Stipulation of Dismissal and Discontinuance with Prejudice on April 22, 2022. On April 25, 2022, the presiding judge entered an order noting that the motions for summary judgment are moot, canceling all future appearances and marking the case as disposed. As a result of the settlement, the Company recorded a net loss on litigation settlement of $ 10.0 million in general and administrative expenses on the consolidated statements of operations and comprehensive loss in the fiscal year ended March 31, 2022. 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. As of March 31, 2023, the Company did not have any indemnification claims. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders' Equity Redeemable Convertible Preferred Stock 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 the aggregate share amount of 209,181,855 was presented as having been converted as of March 31, 2021. As of March 31, 2023 and 2022, no shares of redeemable convertible preferred stock were outstanding. 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. On the Closing Date, each share of 23andMe, Inc. Class A common stock was canceled and converted into the Company’s Class A common stock at an exchange ratio of 2.293698169 , each share of 23andMe, Inc. Class B common stock was canceled and converted into the Company’s Class B common stock at an exchange ratio of 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. 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 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 (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 March 31, 2023 and 2022. The change in fair value of warrant liabilities totaling $ 33.0 million was recorded through the date of exercise or redemption within the consolidated statements of operations and comprehensive loss in fiscal year ended March 31, 2022. Additionally, the fair value of the warrant liability of $ 42.4 million was reclassified to additional paid-in capital following the Redemption. Acquisition 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 14, “ Equity Incentive Plans and Stock-Based Compensation .” Reserve for Issuance The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis: March 31, March 31, 2023 2022 Outstanding stock options 68,050,752 73,609,565 Outstanding restricted stock units 26,562,566 10,676,378 Remaining shares available for future issuance under 2021 Incentive Equity Plan 55,922,182 48,895,572 Remaining shares available for future issuance under Employee Stock Purchase Plan 16,349,302 11,420,000 Total shares of common stock reserved 166,884,802 144,601,515 Preferred Stock Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share. 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 March 31, 2023 and 2022, no shares of preferred stock were issued and outstanding. At-the-Market (“ATM”) Offering On February 6, 2 023, the Company filed a shelf Registration Statement on Form S-3 with the SEC, relating to the sale, from time to time, in one or more transactions, of up to $ 500 million of common stock, preferred stock, debt securities, warrants, and units (the “Shelf Registration Statement”). Also, on February 6, 2 023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen” or the “Agent”), pursuant to which the Company may sell through the Agent, as the Company’s sales agent, from time to time, at the Company’s option, up to $ 150 million in aggregate principal amount of an indeterminate amount of shares (the “ATM Shares”) of the Company’s Class A common stock. Subject to the terms of the Sales Agreement, the Agent will use reasonable efforts to sell the ATM Shares from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose), by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, and pursuant to, and only upon the effectiveness of, the Shelf Registration Statement. The Company will pay the Agent a commission of 3.0 % of the gross proceeds from the sales of the ATM Shares, if any. The Company has also agreed to provide the Agent with customary indemnification and contribution rights. The offering of the ATM Shares will terminate upon the earliest of (a) the sale of the maximum number or amount of the ATM Shares permitted to be sold under the Sales Agreement and (b) the termination of the Sales Agreement by the parties thereto. While the Company cannot provide any assurances that it will sell any ATM Shares pursuant to the Sales Agreement, the Company expects to use the net proceeds from the sale of securities under the Sales Agreement, if any, for general corporate purposes, including working capital requirements and operating expenses; the Company, however, has not allocated the net proceeds for specific purposes. As of March 31, 2023, the Company has not made any sales under the Sales Agreement. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | 14. Equity Incentive Plans and Stock-Based Compensation Incentive Equity Plans In 2006, 23andMe, Inc. established its 2006 Equity Incentive Plan, as amended (the “2006 Plan”), which provided for the grant of stock options and restricted stock to its employees, directors, officers, and consultants. The 2006 Plan allowed for time-based or performance-based vesting for the awards. The 2006 Plan was amended and restated at various times since its adoption. On June 10, 2021, 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 for issuance thereunder. 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. As of March 31, 2023, 55,922,182 shares of the Company’s Class A common stock remained available for future issuance under the 2021 Plan. 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. Under the 2006 Plan and 2021 Plan, 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. In February 2022, the Compensation Committee of the Company’s Board of Directors adopted a RSU conversion and deferral program for non-employee directors. The purpose of the program is to provide non-employee directors with the option to convert all or a portion of their cash compensation into a RSU award under the 2021 Plan and the opportunity to defer settlement of all or a portion of their RSU awards. As of March 31, 2023, four non-employee directors had elected to convert all of their cash compensation into RSU awards, and two non-employee directors had elected to defer settlement of their RSU awards under the program. On June 9, 2022, the Compensation Committee of the Company’s Board of Directors adopted an annual incentive plan (the “2022 AIP”), pursuant to which, beginning in fiscal year 2023, which began on April 1, 2022, employees and certain service providers of 23andMe, Inc. and its affiliates will be eligible to receive annual incentive bonuses in the form of cash or RSUs issued by the Company under the 2021 Plan, based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. The fiscal 2023 annual incentive bonuses will be paid in the form of RSUs (collectively, the “2022 AIP RSUs”) and the number of RSUs will be determined by dividing the dollar amount of the 2022 AIP RSUs by the trailing average closing price of the Company’s Class A common stock for the 30 days preceding the date of payment (or such other number of days determined by the Compensation Committee). The Company accounts for the 2022 AIP RSUs as liability awards and adjusts the liability and corresponding expenses at the end of each quarter until the date of settlement, considering the probability that the performance conditions will be satisfied. The Company recorded stock-based compensation expense related to the 2022 AIP RSUs of $ 18.9 million for the fiscal years ended March 31, 2023. As of March 31, 2023, the liability of the 2022 AIP RSUs was $ 18.9 million, which was included in other current liabilities on the consolidated balance sheet. Stock Option Activity Stock option activity and activity regarding shares available for grant under the 2021 Plan are as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (in thousands, except share, years, and per share data) Balance as of March 31, 2022 73,609,565 $ 4.21 6.9 $ 35,979 Granted 4,866,230 $ 3.50 Exercised ( 2,748,796 ) $ 1.53 Canceled/forfeited/expired ( 7,676,247 ) $ 4.75 Balance as of March 31, 2023 68,050,752 $ 4.20 6.0 $ 10,621 Vested and exercisable as of March 31, 2023 48,034,690 $ 4.14 5.0 $ 7,743 The weighted average grant date fair value per share of options granted for the fiscal years ended March 31, 2023 , 2022 and 2021 was $ 2.42 , $ 4.44 and $ 3.02 , respectively. The total intrinsic value of vested options exercised for the fiscal years ended March 31, 2023 , 2022 and 2021 was $ 4.6 million, $ 25.6 million and $ 47.6 million, respectively. As of March 31, 2023 , unrecognized stock-based compensation cost related to unvested stock options was $ 65.9 million, which is expected to be recognized over a weighted-average period of 2.5 years. Due to a valuation allowance on deferred tax assets, the Company did no t recognize any tax benefit from stock option exercises for the fiscal years ended March 31, 2023, 2022 and 2021. 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 weighted average Black-Scholes assumptions used to value stock options at the grant dates are as follows: Year Ended March 31, 2023 2022 2021 Min Max Min Max Min Max Expected term (years) 6.0 6.8 3.3 6.1 4.0 6.1 Expected volatility 76 % 81 % 72 % 75 % 61 % 68 % Risk-free interest rate 2.8 % 4.2 % 1.0 % 2.5 % 0.2 % 0.5 % Expected dividend yield — — — — — — Restricted Stock Units The following table summarizes the RSU activity under the equity incentive plans and related information: Unvested RSUs Weighted-Average Balance as of March 31, 2022 10,676,378 $ 9.70 Granted 26,940,560 $ 3.28 Vested ( 7,062,152 ) $ 6.23 Canceled/forfeited ( 3,992,220 ) $ 5.53 Balance as of March 31, 2023 26,562,566 $ 4.73 As of March 31, 2023 , unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 116.8 million, which is expected to be recognized over a weighted-average period of 3.0 years. Stock Subject to Vesting In November 2021, in connection with the Lemonaid Acquisition, the Company granted 3,747,027 shares of Class A common stock with an aggregate grant date fair value of $ 43.9 million to two recipients, each of whom was a former stockholder and officer of Lemonaid and each of whom, following the closing of the Lemonaid Acquisition, joined the Company’s management team. The shares vest over a four-year period in quarterly installments beginning on February 1, 2022, subject to the respective recipient’s continued employment with the Company. In connection with the Lemonaid Acquisition, each of these recipients entered into a relinquishment agreement that provides that during the four-year period that commenced on November 1, 2021 (the “Protection Period”), the Company will not (i) terminate the recipient employment without cause, (ii) materially reduce the recipient’s base salary or the benefits to which similarly-situated executive employees of the Company or the Company’s subsidiaries are entitled, other than a broad-based reduction to the same extent that applies to such similarly-situated executive employees, or (iii) relocate the recipient’s principal place of employment to a location outside of a 50-mile radius of their current principal place of employment (each a “Relinquishment Triggering Event”). If any such Relinquishment Triggering Event occurs during the Protection Period or in the event of recipient’s death or disability, then the unvested portion(s) of these awards will immediately vest. The Company recognized stock-based compensation expense related to these awards of $ 11.0 million and $ 4.5 million for the fiscal years ended March 31, 2023 and 2022, respectively, within general and administrative expenses. Unrecognized stock-based compensation expense of $ 28.4 million is expected to be recognized over a weighted average period of 2.6 years. Employee Stock Purchase Plan On June 10, 2021, the shareholders of VGAC approved the Company's ESPP. A total of 11,420,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. Pursuant to the terms of 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. As of March 31, 2023, 2,642,313 shares of the Company’s Class A common stock have been issued and 16,349,302 shares remained available for future issuance under the ESPP. The ESPP provides for concurrent 12-month offerings with successive six-month purchase intervals commencing on March 1 and September 1 of each year and purchase dates occurring on the last day of each such purchase interval (i.e., August 31 and February 28). The ESPP contains a rollover provision whereby if the price of the Company’s Class A common stock on the first day of a new offering period is less than the price on the first day of any preceding offering period, all participants in a preceding offering period with a higher first day price will be automatically withdrawn from such preceding offering period and re-enrolled in the new offering period. The rollover feature, when triggered, will be accounted for as a modification to the preceding offering period, resulting in incremental expense to be recognized over the new offering period. The weighted average grant date fair value of ESPP award per share for the fiscal years ended March 31, 2023 and 2022 was $ 1.35 and $ 1.84 , respectively . The Company uses the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the ESPP awards: Year Ended March 31, 2023 2022 Min Max Min Max Expected term (years) 0.5 1.0 0.5 1.0 Expected volatility 78 % 109 % 77 % 86 % Risk-free interest rate 3.3 % 5.2 % 0.6 % 0.9 % Expected dividend yield — — — — Stock-Based Compensation Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, was included in costs and expenses as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Cost of revenue $ 10,874 $ 4,029 $ 858 Research and development 48,837 26,540 21,771 Sales and marketing 8,635 5,122 4,081 General and administrative 47,671 22,242 59,986 Total stock-based compensation expense $ 116,017 $ 57,933 $ 86,696 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 6,881,095 shares, which were eligible for early exercise. In September 2020, the CEO exercised all 6,881,095 unvested stock options. The cash proceeds received for such exercise were $ 34.7 million. In February 2021, the CEO exercised an option for 11,029,071 shares of Class B common stock, including both vested and unvested shares, for a cash purchase price of $ 32.6 million. During the fiscal year ended March 31, 2021, the CEO exercised a total of 11,108,906 unvested stock options early for a total of $ 47.2 million in cash proceeds. There were no early exercises during the fiscal years ended March 31, 2023 and 2022. In February 2021, the Board of Directors modified option awards granted to the CEO, which accelerated the vesting of all 15,621,041 unvested common shares previously purchased by the CEO. Stock-based compensation expense of $ 40.4 million was recorded to General and Administrative expenses which represented the recognition of the remaining unrecognized compensation expense associated with these grants as of the date of modification. As a result of the Board-approved accelerated vesting of these early exercised unvested shares, there were no early exercise liabilities as of March 31, 2023 and 2022. As of March 31, 2023 and 2022, there was no common stock subject to repurchase. |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 17. Income Taxes The components of the Company’s loss before income taxes are summarized as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Domestic $ ( 292,730 ) $ ( 221,212 ) $ ( 183,619 ) Foreign ( 21,698 ) 242 - Loss before income taxes $ ( 314,428 ) $ ( 220,970 ) $ ( 183,619 ) There has historically been no federal or state provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. During the fiscal year ended March 31, 2023, the Company recognized a deferred foreign income tax benefit of $ 2.8 million related to the reversal of a deferred tax liability related to U.K. intangibles acquired in the Lemonaid Acquisition. During the fiscal year ended March 31, 2022, the Company recognized a deferred income tax benefit of $ 3.5 mil lion 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 Acquisition. For the fiscal year ended March 31, 2021, the Company recognized no provision for income taxes. A reconciliation of income tax (benefit) computed at the statutory federal tax rate to the effective income tax rate is summarized as follows : Year Ended March 31, 2023 2022 2021 Statutory federal tax expense rate 21 % 21 % 21 % Non-deductible stock-based compensation ( 4 %) ( 3 %) ( 7 %) Fair Market Value adjustment on Warrants 0 % 3 % 0 % Change in valuation allowance related to acquisition 0 % 2 % 0 % Change in valuation allowance ( 16 %) ( 20 %) ( 14 %) Other 0 % ( 2 %) 0 % Effective tax rate 1 % 2 % ( 0 %) Deferred income taxes result from differences in the recognition of revenue and expenses for tax and financial reporting purposes, as well as operating loss and tax credit carryforwards. The components of the Company's deferred tax assets and liabilities as of March 31, 2023 and 2022 were as follows: March 31, 2023 2022 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 262,295 $ 248,856 Capitalized research and development expenses 33,709 - Accruals and reserves 3,865 3,685 Stock-based compensation 18,065 10,000 Deferred revenue 11,498 6,865 Operating lease liabilities 21,474 20,590 Other 332 19 Gross deferred tax assets 351,238 290,015 Valuation allowance ( 322,104 ) ( 261,795 ) Total deferred tax assets 29,134 28,220 Deferred tax liabilities: Prepaid expenses ( 892 ) ( 1,235 ) Intangibles ( 13,689 ) ( 15,709 ) Operating lease right-of-use assets ( 14,117 ) ( 13,233 ) Property and equipment ( 436 ) ( 1,138 ) Gross deferred tax liabilities ( 29,134 ) ( 31,315 ) Net deferred taxes $ — $ ( 3,095 ) The Company maintains a full valuation allowance on the remaining net deferred tax assets of the U.S. and U.K. entities as it is more likely than not that the Company will not realize the deferred tax assets. Utilization of net operating loss carryforwards may be subject to future annual limitations provided by Section 382 of the Code and similar state provisions. As of March 31, 2023, the Company had $ 1.0 billion of federal, $ 689.0 million of state, and $ 9.6 million of foreign net operating loss carryforwards available to reduce future taxable income, which wi ll begin to expire in 2026 for federal and state tax purposes. Included in the $ 1.0 billion carryover losses is $ 654.7 million of net operating losses with an indefinite life. The Company does not have any federal and state research and development tax credit carryforwards. The change in the valuation allowance in the current year was an increase of $ 60.3 million primarily related to the increase of current year losses. The Tax Reform Act of 1986 and similar California legislation impose substantial limitations on the utilization of net operating loss and tax credit carryforwards, if there is a change in ownership as provided by Section 382 of the Internal Revenue Code and similar state provisions. Such a limitation could result in the expiration of the net operating loss carryforwards and tax credits before utilization. The Company performed a preliminary study for the period through March 31, 2023, and no tax attributes are anticipated to expire due to a Section 382 limitation. The Company’s ability to use net operating loss carryforwards to reduce future taxable income and liabilities may be subject to annual limitations as a result of ownership changes in subsequent years. Significant management judgment is required in determining the provision for income taxes and, in particular, any valuation allowance recorded against the Company’s deferred tax assets. The Company determined that, due to the Company’s cumulative tax loss history and the difficulty in forecasting the timing of future revenue, it was necessary to maintain a valuation allowance to the full amount of the deferred tax asset. The Company determined that it was not more-likely-than-not that the deferred tax asset would be utilized. The Company had no unrecognized tax benefits for the fiscal years ended March 31, 2023 and 2022. A reconciliation of the beginning and ending balance of unrecognized tax benefits for the fiscal year ended March 31, 2021 is summarized as follows: Unrecognized Tax Benefits (in thousands) Balance as of March 31, 2020 $ 299 Decreases in unrecognized tax benefits related to prior year tax positions ( 299 ) Increases in unrecognized tax benefits related to current year tax positions — Balance as of March 31, 2021 $ — The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the fiscal years ended March 31, 2023, 2022, and 2021, the Company recognized no interest and penalties associated with the unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date. If recognized, there would be no impact on the Company’s effective tax rate due to its valuation allowance. The Company files income tax returns in the U.S. federal jurisdiction, various states, and the U.K. 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. |
Retirement Benefit Plans
Retirement Benefit Plans | 12 Months Ended |
Mar. 31, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plans | 16. Retirement Benefit Plans The Company has established a 401(k) retirement plan that allows participating employees in the U.S. to contribute as defined by the plan and is subject to limitations under Section 401(k) of the Internal Revenue Code of 1986, as amended. The Company matches the greater of 100 % of the first 2% or 100 % of the first $ 2,300 (subject to annual compensation and contribution limits) of employee contributions. The Company recognized matching contributions cost of $ 2.6 million, $ 1.7 million and $ 1.5 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively . |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 15. Net Loss Per Share Attributable to Common Stockholders Prior to the Merger, 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 was identical, the net loss attributable to common stockholders was allocated on a proportionate basis, and the resulting net loss per share was 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 di vidends were declared or paid for the fiscal years ended March 31, 2023, 2022 and 2021. The Company’s redeemable convertible preferred stock, stock options, early exercised stock options, RSUs, 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 anti-dilutive. Net loss attributable to common stockholders was 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: Year Ended March 31, 2023 2022 2021 Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 185,112 ) $ ( 126,544 ) $ ( 68,620 ) $ ( 148,870 ) $ ( 37,070 ) $ ( 146,549 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 268,177,185 183,327,192 114,064,921 247,463,198 20,121,419 79,539,367 Net loss per share attributable to common stockholders: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.69 ) $ ( 0.69 ) $ ( 0.60 ) $ ( 0.60 ) $ ( 1.84 ) $ ( 1.84 ) The potential shares of Class A 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 were as follows (there were none for Class B common stock for the fiscal years ended March 31, 2023 and 2022): As of March 31, 2023 2022 2021 Class A Class A Class A Class B Conversion of redeemable convertible preferred stock — — — 209,181,855 Outstanding stock options 68,050,752 73,609,565 18,116,302 49,261,103 Restricted stock units 26,562,566 10,676,378 — — Shares subject to vesting 2,576,082 3,512,839 — — 2022 AIP RSUs 8,460,836 — — — ESPP 2,937,194 2,239,756 — — Total 108,587,430 90,038,538 18,116,302 258,442,958 |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions As described in Note 6, “ Collaborations ,” in July 2018, the Company and GSK entered into the GSK Agreement, and there were transactions with GSK during the fiscal years ended March 31, 2023, 2022 and 2021. 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 had a 20.1 % and 16.3 % voting interest in the Company as of March 31, 2023 and 2022, respectively. 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. In September 2020 and February 2021, the CEO early exercised unvested options to purchase shares of common stock. In February 2021, the Board of Directors accelerated the vesting of all 15,621,041 unvested shares previously purchased by the CEO, which resulted in stock-based compensation expense of $ 40.4 million for fiscal year 2021 related to recognition of the remaining compensation expense associated with these grants. For further information, see Note 14, “ Equity Incentive Plans and Stock-based Compensation ” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principle of Consolidation | Basis of Presentation and Principle of Consolidation The Company’s 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. For the fiscal years ended March 31, 2023, 2022 and 2021, the Company’s operations were primarily in the United States. For the fiscal years ended March 31, 2023 and 2022, the Company had immaterial operations in the United Kingdom (“U.K.”). |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2023, 2022 and 2021 refer to the fiscal years ended March 31, 2023, 2022 and 2021, respectively. |
Use of Estimates | Use of Estimates The preparation of 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 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 capitalization and estimated useful life of internal use software; the useful life of long-lived assets; fair value of intangible assets acquired in business combinations; the carrying value of goodwill; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of stock options, annual incentive bonuses payable in the form of restricted stock units (“RSUs”), as well as the Company’s common stock prior to the Closing Date of the Merger; 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 consolidated financial statements. During the fiscal year ended March 31, 2022, the Company recorded an adjustment to revenue related to a change in estimate in connection with the collaboration agreement with GlaxoSmithKline plc (“GSK”). The change in estimate was driven by a change in the total project resources resulting in a reduction in the total estimated project hours, which impacted the measurement of progress of the arrangement using the input method. The adjustment increased revenue by $ 9.0 million, decreased net loss by $ 9.0 million and decreased the Company’s basic and diluted net loss per share by $ 0.02 for the fiscal year ended March 31, 2022. 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 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 consolidated financial statements. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the 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 fiscal years ended March 31, 2023 , 2022 and 2021. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the fiscal years ended March 31, 2023 , 2022 and 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents and accounts receivable. The Company maintains a majority of its cash and cash equivalents with a single high-quality financial institution, 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 Note 5, “ Revenue, ” 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: March 31, 2023 March 31, 2022 Percentage of accounts receivable: Customer C 69 % 25 % Customer F 27 % 19 % Customer G 0 % 44 % Year Ended March 31, 2023 2022 2021 Percentage of revenue: Customer C 22 % 20 % 21 % Customer B 16 % 17 % 16 % |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash consists of bank deposits held at financial institutions. Cash in U.S. banks is insured to the extent defined by the Federal Deposit Insurance Corporation. Cash equivalents consist primarily of short-term money market funds. The Company maintains certain cash amounts restricted as to its withdrawal or use. The Company held total restricted cash of $ 8.4 million and $ 8.6 million as of March 31, 2023 and 2022, respectively, which are related to letters of credit in connection with operating lease agreements, as well as collateral held against the Company’s corporate credit cards. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable is recorded at the invoiced amount, net of estimated reserves for customer refunds, sales incentives, and bad debt, and is not interest-bearing. Accounts receivable represent amounts billed to the customers for bulk order and retail sales, and amounts billed under research services arrangements. Accounts receivable deemed uncollectable are charged against the estimated reserves when identified. The estimated reserves are based on the Company’s assessment of the collectability of accounts. The Company regularly reviews the adequacy of the estimated reserves based on a combination of factors, including an assessment of past collection experience, credit quality of the customer, customer’s aging balance, nature and size of the customer, the financial condition of the customer and the amount of any receivables in dispute. The reserves for customer refunds, sales incentives and bad debt were immaterial for all periods presented. |
Inventories | Inventories Inventories consist primarily of raw material of Kits and DNA microarrays and are stated at the lower of cost or net realizable value. Kits are shipped to and stored at third-party warehouses and retail consignment sites. DNA microarrays are shipped and stored at third-party laboratories. All inventories are expected to be delivered to the Company’s customers within a normal operating cycle for the Company, which is 12 months. Accordingly, all the Company’s Kits and DNA microarrays are classified as current assets in the consolidated balance sheets. Cost is determined using standard cost, which approximates the average cost of the inventory items, including shipping and taxes. The Company has determined that all of its inventories would be sold above cost, and that no reserve for lower of cost or net realizable value is required for the Company’s inventories as of March 31, 2023 and 2022. |
Deferred Cost of Revenue | Deferred Cost of Revenue Deferred cost of revenue consists primarily of the purchase costs and shipping and fulfillment costs of Kits that have been shipped to consumers and non-consigned retail sites. Deferred cost of revenue is recognized as cost of revenue when the performance obligation to which it relates is fulfilled, which is when the Kit is processed and initial results are made available to the customer, and the respective deferred revenue is recognized. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in consolidated statements of operations and comprehensive loss in the period realized. The estimated useful lives of the Company’s property and equipment are as follows: Computer and software 3 years Laboratory equipment and software 5 years Furniture and office equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Internal-Use Software | Internal-Use Software The Company capitalizes certain costs related to the development of its customer platform and other internal-use software, primarily consisting of employee-related costs. Costs incurred during the application development phase are capitalized only when the Company believes it is probable the development will result in new or additional functionality. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Internal-use software is amortized using the straight-line method over the estimated useful life, which is generally two to four years. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill amounts are not amortized, but rather tested for impairment annually or more often if circumstances indicate that the carrying value may not be recoverable. The Company tests goodwill for impairment on an annual basis in the fourth quarter of each year, on January 1. In the impairment test, the Company measures the recoverability of goodwill by comparing a reporting unit’s carrying amount, including goodwill, to the estimated fair value of the reporting unit. If the carrying amount of a reporting unit is in excess of its fair value, the Company recognizes an impairment charge equal to the amount in excess. There were no impairment charges to goodwill during the fiscal years ended March 31, 2023, 2 022 and 2021. 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 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 consolidated statements of operations and comprehensive loss. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, such as property and equipment, internal-use software, acquired 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. |
Leases | Leases The Company determines if an arrangement is or contains a lease at inception. The Company evaluates classification of leases as either operating or finance at commencement and, as necessary, at modification. Operating leases are included in operating lease right-of-use (“ROU”) assets, other accrued liabilities, and operating lease liabilities on the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments under the lease. Operating lease ROU assets and liabilities are recognized on the commencement date based on the present value of lease payments over the lease term. As the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes initial direct costs incurred and lease payments made prior to lease commencement less lease incentives received. Variable lease payments not dependent on an index or a rate are expensed as incurred and are not included within the ROU asset and lease liability calculation. Variable lease payments primarily include property taxes and costs incurred by lessors for common area maintenance. The Company's lease terms are the non-cancelable period stated in the contract, including any rent-free periods provided by the lessor, adjusted for any options to extend or terminate when it is reasonably certain that the Company will exercise that option. The Company accounts for lease and non-lease components in its lease agreements as a single lease component in determining lease assets and liabilities. In addition, the Company does not recognize the right-of-use assets and liabilities for leases with lease terms of twelve months or less. As of March 31, 2023 and 2022, the Company did no t have any finance leases. |
Revenue Recognition | Revenue Recognition The Company generates revenue primarily from its Consumer & Research Services segment, which includes revenue from its Personal Genome Service® (“PGS”), telehealth, and research services. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration that the Company expects to receive in exchange for transferring the products or services to a customer (the “transaction price”). The transaction price includes various forms of variable consideration, as discussed below. In general, the transaction price is paid by customers at contract inception. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) price basis. The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. The SSP for each performance obligation is based on the prices at which the Company separately sells the products and services. If an observable price from stand-alone sales is not available, the Company uses the adjusted market assessment approach, using reasonably available information and applicable inputs, to estimate the selling price of each performance obligation. PGS The Company generates PGS revenue by providing customers with a broad suite of genetic reports, including information on customers’ genetic ancestral origins, personal genetic health risks, and chances of passing on certain rare carrier conditions to their children, as well as reports on how genetics can impact responses to medication. The Company’s contracts with customers for PGS services include multiple performance obligations: (1) initial ancestry reports, (2) ancestry updates, (3) initial health reports, (4) health updates, and (5) subscriptions for extended health insights with access to exclusive reports and features. The transaction price for PGS revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to refunds. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company bases its estimates of variable consideration related to refunds on historical data and other information. Estimates include: (i) timing of the returns and fees incurred, (ii) pricing adjustments related to returns and fees, and (iii) the quantity of product that will be returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Provisions for returns are based on service-level return rates and recent unprocessed return claims, as well as relevant market events and other factors. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related PGS revenue is recognized. Based on the distribution model for PGS services and the nature of the services being provided, the Company believes there will be minimal refunds and has not experienced material historical refunds. Revenue is recognized at a point in time upon delivery of the initial ancestry reports and initial health reports to the customer, as the customer obtains control when the report is received. Revenue is recognized over time for ancestry updates and health updates over the period the customer is estimated to remain active. The Company estimates this period based on the historical average period that the customer continues to engage with the available report updates after the delivery of the initial reports. These updates are provided to the customer, when and if available, throughout the estimated period of activity during which the customer interacts with the PGS service. The Company re-evaluates these estimates at the end of each reporting period and adjusts accordingly. The Company has determined that access to the updates, when and if available, that are provided over the estimated period qualifies as a series of distinct goods or services, for which revenue is recognized ratably over the period estimated by the Company. Subscription revenue for extended health insights is recognized ratably over the contractual subscription period as the customer benefits from having access to these insights evenly throughout this period. 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 for processing, 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 Kit return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 27.7 million, $ 21.9 million and $ 24.1 million for the fiscal years ended March 31, 2023, 2022 and 2021, 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. Research Services The Company generates research services revenue by performing research services under agreements with third parties relating to the use of the Company’s genotypic and phenotypic data to perform various research activities, including identifying promising drug targets and further researching specific ailments or patient treatment areas. The Company’s contracts with customers for research services can include multiple performance obligations: (1) genotyping, (2) survey, (3) data analysis, (4) recruitment, (5) web development, (6) project management, and (7) dedicated research time. The transaction price for research services revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration including, but not limited to, per participant fees, additional compensation for certain industry approvals, payments for milestones achieved early, and penalties for customer delays. The Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method. The Company bases its estimates of variable consideration on historical data and other available information. The Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. Based on the historical data available, the Company believes that there will be minimal amounts of variable consideration earned and, as such, the transaction price for research services is not materially impacted. Variable consideration estimates are revisited at the end of each reporting period and adjustments are made accordingly. To recognize revenue, the Company compares actual hours incurred to date to the overall total expected hours that will be required to satisfy the performance obligation. The use of personnel hours is a reasonable measure of progress as the Company fulfills its contractual obligations through research performed by the Company's personnel. Revenues are recognized over time as the hours are incurred. All estimates are reviewed by the Company at the end of each reporting period and adjustments are made accordingly. Telehealth The Company generates telehealth revenues from pharmacy fees, patient fees, and membership fees. The transaction price for telehealth services includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to sales deductions, including (1) product returns, including return estimates and (2) fees for transaction processing and chargebacks. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related telehealth revenue is recognized. The Company's customers have limited return rights related to the telehealth services. The Company has not historically experienced material returns and believes that there will be minimal returns in the future. As such, the transaction price for telehealth services is not materially impacted. Provisions for transaction fees and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual transaction fees and chargebacks processed relating to sales recognized. 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. The Company has determined that these contracts contain one performance obligation. 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. The Company has determined that each service event is a distinct performance obligation. 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 to each 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 makes a pre-payment for the membership term. The Company has determined that access to the services over the membership period qualifies as a series of distinct goods or services for which revenue is recognized ratably over the respective membership period. 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”). PMCs are organized under state law as professional entities that are owned by physicians licensed in the applicable state and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. See Note 8, “ Variable Interest Entities ,” for additional details. 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. |
Collaborations | 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 Topic 808, Collaborative Arrangements . 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 Company's collaboration agreements. |
Cost of Revenue | Cost of Revenue Cost of revenue for PGS primarily consists of cost of raw materials, lab processing fees, personnel-related expenses, including salaries and benefits and stock-based compensation, shipping and handling, and allocated overhead. Shipping costs for the Kits are incurred prior to fulfillment of consumer services obligations and the corresponding shipping and handling expense is reported in cost of revenue. Cost of revenue for research services primarily consists of personnel-related expenses, including salaries, benefits and stock-based compensation, and allocated overhead. |
Research and Development | Research and Development Research and development costs primarily consist of personnel-related expenses, including salaries, benefits and stock-based compensation, associated with the Company’s research and development personnel, collaboration expenses, laboratory services and supplies costs, third-party data services, and allocated overhead. Research and development costs are expensed as incurred. |
Advertising Costs | Advertising Costs Advertising costs consist primarily of direct expenses related to television and radio advertising, including production and branding, paid search, online display advertising, direct mail, and affiliate programs. Advertising production costs are expensed the first time the advertising takes place, and all other advertising costs are expensed as incurred. Advertising costs amou nted to $ 49.1 million, $ 54.7 million and $ 11.2 million for the fiscal years ended March 31, 2023, 2022 and 2021, respectively, and are included in sales and marketing expense in the consolidated statements of operations and comprehensive loss. Deferred advertising costs primarily consist of vendor payments made in advance to secure media spots across varying media channels, as well as production costs incurred before the first time the advertising takes place. Deferred advertising costs are not expensed until first used. The deferred advertising costs were $ 1.6 million and $ 0.7 million as of March 31, 2023 and 2022, respectively. Deferred advertising costs are included in prepaid expenses and other current assets in the consolidated balance sheets. |
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 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 judgment. 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. The Company’s Employee Stock Purchase Plan (“ESPP”) permits U.S. 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 during pre-specified offering periods 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. The ability to purchase shares of the Company’s common stock for a discount represents an option and, therefore, the ESPP is considered a compensatory plan. Accordingly, stock-based compensation expense is determined based on the option’s grant-date fair value as estimated by applying the Black Scholes option-pricing model and is recognized over the requisite service period, which is the withholding period. See Note 14, “ Equity Incentive Plans and Stock-Based Compensation, ” for additional details. The Company’s fiscal year 2023 annual incentive bonuses will be paid in the form of RSUs based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. The number of the RSUs is determined by dividing the dollar amount of the incentive bonus by the trailing average closing price of the Company’s Class A common stock for a defined period of time determined by the Compensation Committee of the Board of Directors. The Company accounts for the RSUs as liability awards and adjusts the liability and corresponding expenses at the end of each quarter until the date of settlement, considering the probability that the performance conditions will be satisfied. The liability of the awards is included in other current liabilities on the Company’s consolidated balance sheet. See Note 14, “ Equity Incentive Plans and Stock-Based Compensation ,” for additional details. |
Income Taxes | Income Taxes The Company applies the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under ASC 740, the Company accounts for income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes. Deferred income taxes are provided based on the enacted tax rates and laws that will be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more likely than not that the Company will not realize those tax assets through future operations. The Company also utilizes the guidance in ASC 740 to account for uncertain tax positions. ASC 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more likely than not of being realized and effectively settled. The Company considers many factors when evaluating and estimating the Company’s tax positions and tax benefits, which may require periodic adjustments, and which may not accurately reflect actual outcomes. The Company recognizes interest and penalties on unrecognized tax benefits as a component of provision for income taxes in the consolidated statements of operations and comprehensive loss. See Note 17, “ Income Taxes, ” for additional details. |
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 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 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. |
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 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 income (loss). T he Company’s changes in foreign currency translation represents the components of other comprehensive income (loss) that are excluded from the reported net loss. |
Net Loss Per Share Attributable to Common Stockholders | Net Loss Per Share Attributable to Common Stockholders The Company computes net loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company determined that it had participating securities in the form of redeemable convertible preferred stock prior to the date of conversion and unvested common stock as holders of such securities had non-forfeitable dividend rights in the event of a declaration of a dividend for shares of common stock prior to the vesting date. These participating securities do not contractually require the holders of such stocks to participate in the Company’s losses. As such, net loss for the period presented was not allocated to the Company’s participating securities. The Company’s basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period, without consideration of potentially dilutive securities. The diluted net loss per share is calculated by giving effect to all potentially dilutive securities outstanding for the period using the treasury share method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of ordinary shares are anti-dilutive. See Note 15, “ Net Loss Per Share Attributable to Common Stockholders ,” for additional details. |
Related Parties | Related Parties A party is considered to be related to the Company if the party, directly or indirectly, controls, is controlled by, or is under common control with the Company, including principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal and can significantly influence the management or operating policies to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. See Note 18, “ Related Party Transactions ,” for additional details. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards Update (“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 (“ASU 2020-06”) , 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 was effective for the Company beginning April 1, 2022. The Company adopted ASU 2020-06 as of April 1, 2022, and the adoption did not have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Customer Information | Significant customer information is as follows: March 31, 2023 March 31, 2022 Percentage of accounts receivable: Customer C 69 % 25 % Customer F 27 % 19 % Customer G 0 % 44 % Year Ended March 31, 2023 2022 2021 Percentage of revenue: Customer C 22 % 20 % 21 % Customer B 16 % 17 % 16 % |
Schedule of estimated useful lives of property, plant and equipment | The estimated useful lives of the Company’s property and equipment are as follows: Computer and software 3 years Laboratory equipment and software 5 years Furniture and office equipment 5 years Leasehold improvements Shorter of remaining lease term or estimated useful life |
Summary of Revenue By Category | The following table presents revenue by category: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) Point in Time PGS $ 182,866 61 % $ 189,703 70 % $ 191,066 78 % Telehealth 34,961 12 % 15,299 6 % — 0 % Consumer services 217,827 73 % 205,002 76 % 191,066 78 % Research services — 0 % — 0 % — 0 % Therapeutics — 0 % — 0 % 54 0 % Total $ 217,827 73 % $ 205,002 76 % $ 191,120 78 % Over Time PGS $ 19,548 7 % $ 12,978 5 % $ 6,459 3 % Telehealth 9,761 3 % 3,908 1 % — 0 % Consumer services 29,309 10 % 16,886 6 % 6,459 3 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % — 0 % Total $ 81,662 27 % $ 66,891 24 % $ 52,800 22 % Revenue by Category PGS $ 202,414 68 % $ 202,681 75 % $ 197,525 81 % Telehealth 44,722 15 % 19,207 7 % — 0 % Consumer services 247,136 83 % 221,888 82 % 197,525 81 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % 54 0 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % |
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: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) United States $ 217,242 73 % $ 192,438 71 % $ 176,120 72 % United Kingdom 63,023 21 % 58,477 22 % 49,386 20 % Canada 13,581 4 % 14,293 5 % 12,172 5 % Other regions 5,643 2 % 6,685 2 % 6,242 3 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | The Company’s revenue and Adjusted EBITDA by segment is as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Segment Revenue: Consumer and Research Services $ 299,489 $ 271,893 $ 243,866 Therapeutics - - 54 Total revenue $ 299,489 $ 271,893 $ 243,920 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 17,997 ) $ ( 30,112 ) $ 12,796 Therapeutics Adjusted EBITDA ( 88,503 ) ( 76,944 ) ( 58,734 ) Unallocated Corporate (1) ( 54,801 ) ( 43,684 ) ( 30,587 ) Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 311,656 ) $ ( 217,490 ) $ ( 183,619 ) Adjustments Interest income, net ( 9,676 ) ( 277 ) ( 255 ) Other (income) expense, net 93 83 ( 1,322 ) Change in fair value of warrant liabilities — ( 32,989 ) — Income tax benefit ( 2,772 ) ( 3,480 ) — Depreciation and amortization 20,239 18,899 20,246 Amortization of acquired intangible assets 16,486 7,269 — Impairment of acquired intangible asset 9,968 — — Stock-based compensation expense 116,017 57,933 88,425 Acquisition-related costs (2) — 9,362 — Litigation settlement (3) — 9,950 — Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) (1) Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. (2) For the fiscal year ended March 31, 2022, acquisition-related costs primarily consisted of advisory, legal and consulting fees. (3) For the fiscal year ended March 31, 2022, litigation settlement is litigation cost net of insurance recoveries , which is not expected to occur on a recurring basis and not part of the Company's normal and continued business activity. |
Summary of Customers Accounting for 10% or More of Segment Revenues | Customers accounting for 10% or more of segment revenues were as follows: Year Ended March 31, 2023 2022 2021 (in thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 65,721 22 % $ 53,875 20 % $ 51,786 21 % Customer B (2) $ 47,448 16 % $ 46,064 17 % $ 39,917 16 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Pro Forma Revenue and Net Loss Information | The 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. Year Ended March 31, 2022 2021 (in thousands) Pro forma revenue (1) $ 295,025 $ 271,532 Pro forma net loss (1) $ ( 241,382 ) $ ( 237,162 ) |
Lemonaid Health, Inc. [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred to Acquired Identifiable Assets and Assumed Liabilities | The following is the allocation of the consideration transferred to acquired identifiable assets and assumed liabilities, net of cash acquired, in the Lemonaid Acquisition as of the acquisition date: 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 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of Revenue By Category | The following table presents revenue by category: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) Point in Time PGS $ 182,866 61 % $ 189,703 70 % $ 191,066 78 % Telehealth 34,961 12 % 15,299 6 % — 0 % Consumer services 217,827 73 % 205,002 76 % 191,066 78 % Research services — 0 % — 0 % — 0 % Therapeutics — 0 % — 0 % 54 0 % Total $ 217,827 73 % $ 205,002 76 % $ 191,120 78 % Over Time PGS $ 19,548 7 % $ 12,978 5 % $ 6,459 3 % Telehealth 9,761 3 % 3,908 1 % — 0 % Consumer services 29,309 10 % 16,886 6 % 6,459 3 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % — 0 % Total $ 81,662 27 % $ 66,891 24 % $ 52,800 22 % Revenue by Category PGS $ 202,414 68 % $ 202,681 75 % $ 197,525 81 % Telehealth 44,722 15 % 19,207 7 % — 0 % Consumer services 247,136 83 % 221,888 82 % 197,525 81 % Research services 52,353 17 % 50,005 18 % 46,341 19 % Therapeutics — 0 % — 0 % 54 0 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % |
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: Year Ended March 31, 2023 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) United States $ 217,242 73 % $ 192,438 71 % $ 176,120 72 % United Kingdom 63,023 21 % 58,477 22 % 49,386 20 % Canada 13,581 4 % 14,293 5 % 12,172 5 % Other regions 5,643 2 % 6,685 2 % 6,242 3 % Total $ 299,489 100 % $ 271,893 100 % $ 243,920 100 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis as of March 31, 2023: March 31, 2023 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 372,000 $ 372,000 $ — $ — Total financial assets $ 372,000 $ 372,000 $ — $ — |
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 March 31, 2023 and 2022 $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | The Company’s revenue and Adjusted EBITDA by segment is as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Segment Revenue: Consumer and Research Services $ 299,489 $ 271,893 $ 243,866 Therapeutics - - 54 Total revenue $ 299,489 $ 271,893 $ 243,920 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 17,997 ) $ ( 30,112 ) $ 12,796 Therapeutics Adjusted EBITDA ( 88,503 ) ( 76,944 ) ( 58,734 ) Unallocated Corporate (1) ( 54,801 ) ( 43,684 ) ( 30,587 ) Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 311,656 ) $ ( 217,490 ) $ ( 183,619 ) Adjustments Interest income, net ( 9,676 ) ( 277 ) ( 255 ) Other (income) expense, net 93 83 ( 1,322 ) Change in fair value of warrant liabilities — ( 32,989 ) — Income tax benefit ( 2,772 ) ( 3,480 ) — Depreciation and amortization 20,239 18,899 20,246 Amortization of acquired intangible assets 16,486 7,269 — Impairment of acquired intangible asset 9,968 — — Stock-based compensation expense 116,017 57,933 88,425 Acquisition-related costs (2) — 9,362 — Litigation settlement (3) — 9,950 — Total Adjusted EBITDA $ ( 161,301 ) $ ( 150,740 ) $ ( 76,525 ) (1) Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. (2) For the fiscal year ended March 31, 2022, acquisition-related costs primarily consisted of advisory, legal and consulting fees. (3) For the fiscal year ended March 31, 2022, litigation settlement is litigation cost net of insurance recoveries , which is not expected to occur on a recurring basis and not part of the Company's normal and continued business activity. |
Summary of Customers Accounting for 10% or More of Segment Revenues | Customers accounting for 10% or more of segment revenues were as follows: Year Ended March 31, 2023 2022 2021 (in thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 65,721 22 % $ 53,875 20 % $ 51,786 21 % Customer B (2) $ 47,448 16 % $ 46,064 17 % $ 39,917 16 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Computer and software $ 10,376 $ 10,573 Laboratory equipment and software 52,785 51,557 Furniture and office equipment 8,946 8,926 Leasehold improvements 40,964 40,566 Capitalized asset retirement obligations 853 853 Property and equipment, gross 113,924 112,475 Less: accumulated depreciation and amortization ( 75,316 ) ( 62,624 ) Property and equipment, net $ 38,608 $ 49,851 |
Schedule of internal use software | Internal-use software, net consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Capitalized internal-use software $ 25,180 $ 14,804 Less: accumulated amortization ( 9,519 ) ( 5,169 ) Internal-use software, net $ 15,661 $ 9,635 During the fiscal years ended March 31, 2023, 2022 and 2021, t |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: March 31, 2023 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Carrying Amount (in thousands, except years) Customer relationships 0.6 $ 14,900 $ ( 10,554 ) $ — $ — $ 4,346 Partnerships 8.6 23,200 ( 4,385 ) ( 9,968 ) ( 1,122 ) 7,725 Trademark 3.6 11,000 ( 3,117 ) — — 7,883 Developed technology 5.6 24,100 ( 4,877 ) — — 19,223 Non-compete agreements 3.6 2,800 ( 793 ) — — 2,007 Patents 5.5 5,500 ( 1,164 ) — — 4,336 Total intangible assets $ 81,500 $ ( 24,890 ) $ ( 9,968 ) $ ( 1,122 ) $ 45,520 March 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer relationships 1.6 $ 14,900 $ ( 3,104 ) $ 11,796 Partnerships 6.6 23,200 ( 1,558 ) 21,642 Trademark 4.6 11,000 ( 917 ) 10,083 Developed technology 6.6 24,100 ( 1,436 ) 22,664 Non-compete agreements 4.6 2,800 ( 233 ) 2,567 Patents 6.4 5,500 ( 347 ) 5,153 Total intangible assets $ 81,500 $ ( 7,595 ) $ 73,905 |
Summary of Future Amortization of Intangible Assets | Estimated future amortization expense of the identified intangible assets as of March 31, 2023 was as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, 2024 $ 12,265 2025 7,919 2026 7,919 2027 6,770 2028 5,006 Thereafter 5,641 Total estimated future amortization expense $ 45,520 |
Schedule of Accrued Expense and Other Current Liabilities | Accrued expense and other current liabilities consisted of the following: March 31, 2023 March 31, 2022 (in thousands) Accrued payables $ 17,030 $ 20,937 Accrued compensation and benefits 14,737 14,241 Accrued bonus 21,600 657 Accrued clinical expenses 11,707 6,717 Accrued taxes and other 1,356 2,036 Total accrued expenses and other current liabilities $ 66,430 $ 44,588 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of lease costs and other information of lease | The components of lease costs and other information related to leases were as follows: Year Ended March 31, 2023 2022 2021 (in thousands, except years and percentages) Operating lease cost $ 13,650 $ 13,640 $ 13,614 Variable lease cost 5,422 6,425 5,809 Total lease cost $ 19,072 $ 20,065 $ 19,423 Cash paid for amounts included in the measurement of operating lease liabilities, net $ ( 14,941 ) $ ( 13,490 ) $ ( 10,334 ) ROU assets obtained in exchange for new operating lease obligations $ 7,930 $ — $ 12,803 Weighted average remaining lease term (years) 7.5 8.4 9.2 Weighted average discount rate 8 % 7 % 7 % |
Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability | As of March 31, 2023, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: As of March 31, 2023 (in thousands) Fiscal years ending March 31, 2024 $ 13,800 2025 15,474 2026 15,946 2027 15,472 2028 11,666 Thereafter 41,430 Total future operating lease payments 113,788 Less: imputed interest ( 28,484 ) Total operating lease liabilities $ 85,304 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding Non-Cancelable Purchase Obligations | In the normal course of business, the Company enters into agreements containing non-cancelable purchase commitments for goods or services with various parties. As of March 31, 2023, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: As of March 31, 2023 (in thousands) Fiscal years ending March 31, 2024 $ 21,796 2025 14,719 2026 22 Total $ 36,537 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Common Stock Reserved for Issuance | The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis: March 31, March 31, 2023 2022 Outstanding stock options 68,050,752 73,609,565 Outstanding restricted stock units 26,562,566 10,676,378 Remaining shares available for future issuance under 2021 Incentive Equity Plan 55,922,182 48,895,572 Remaining shares available for future issuance under Employee Stock Purchase Plan 16,349,302 11,420,000 Total shares of common stock reserved 166,884,802 144,601,515 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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 are as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (in thousands, except share, years, and per share data) Balance as of March 31, 2022 73,609,565 $ 4.21 6.9 $ 35,979 Granted 4,866,230 $ 3.50 Exercised ( 2,748,796 ) $ 1.53 Canceled/forfeited/expired ( 7,676,247 ) $ 4.75 Balance as of March 31, 2023 68,050,752 $ 4.20 6.0 $ 10,621 Vested and exercisable as of March 31, 2023 48,034,690 $ 4.14 5.0 $ 7,743 |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | 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 weighted average Black-Scholes assumptions used to value stock options at the grant dates are as follows: Year Ended March 31, 2023 2022 2021 Min Max Min Max Min Max Expected term (years) 6.0 6.8 3.3 6.1 4.0 6.1 Expected volatility 76 % 81 % 72 % 75 % 61 % 68 % Risk-free interest rate 2.8 % 4.2 % 1.0 % 2.5 % 0.2 % 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: Unvested RSUs Weighted-Average Balance as of March 31, 2022 10,676,378 $ 9.70 Granted 26,940,560 $ 3.28 Vested ( 7,062,152 ) $ 6.23 Canceled/forfeited ( 3,992,220 ) $ 5.53 Balance as of March 31, 2023 26,562,566 $ 4.73 |
Schedule of Share Based Compensation Costs | Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, was included in costs and expenses as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Cost of revenue $ 10,874 $ 4,029 $ 858 Research and development 48,837 26,540 21,771 Sales and marketing 8,635 5,122 4,081 General and administrative 47,671 22,242 59,986 Total stock-based compensation expense $ 116,017 $ 57,933 $ 86,696 |
Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | The Company uses the following weighted-average assumptions in the Black-Scholes model to calculate the estimated fair value of the ESPP awards: Year Ended March 31, 2023 2022 Min Max Min Max Expected term (years) 0.5 1.0 0.5 1.0 Expected volatility 78 % 109 % 77 % 86 % Risk-free interest rate 3.3 % 5.2 % 0.6 % 0.9 % Expected dividend yield — — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision For (benefit from) Income Taxes | The components of the Company’s loss before income taxes are summarized as follows: Year Ended March 31, 2023 2022 2021 (in thousands) Domestic $ ( 292,730 ) $ ( 221,212 ) $ ( 183,619 ) Foreign ( 21,698 ) 242 - Loss before income taxes $ ( 314,428 ) $ ( 220,970 ) $ ( 183,619 ) |
Schedule of reconciliation of income tax (benefit) | A reconciliation of income tax (benefit) computed at the statutory federal tax rate to the effective income tax rate is summarized as follows : Year Ended March 31, 2023 2022 2021 Statutory federal tax expense rate 21 % 21 % 21 % Non-deductible stock-based compensation ( 4 %) ( 3 %) ( 7 %) Fair Market Value adjustment on Warrants 0 % 3 % 0 % Change in valuation allowance related to acquisition 0 % 2 % 0 % Change in valuation allowance ( 16 %) ( 20 %) ( 14 %) Other 0 % ( 2 %) 0 % Effective tax rate 1 % 2 % ( 0 %) |
Schedule of Deferred Tax Asset and Liabilities | The components of the Company's deferred tax assets and liabilities as of March 31, 2023 and 2022 were as follows: March 31, 2023 2022 (in thousands) Deferred tax assets: Net operating loss carryforwards $ 262,295 $ 248,856 Capitalized research and development expenses 33,709 - Accruals and reserves 3,865 3,685 Stock-based compensation 18,065 10,000 Deferred revenue 11,498 6,865 Operating lease liabilities 21,474 20,590 Other 332 19 Gross deferred tax assets 351,238 290,015 Valuation allowance ( 322,104 ) ( 261,795 ) Total deferred tax assets 29,134 28,220 Deferred tax liabilities: Prepaid expenses ( 892 ) ( 1,235 ) Intangibles ( 13,689 ) ( 15,709 ) Operating lease right-of-use assets ( 14,117 ) ( 13,233 ) Property and equipment ( 436 ) ( 1,138 ) Gross deferred tax liabilities ( 29,134 ) ( 31,315 ) Net deferred taxes $ — $ ( 3,095 ) |
Schedule of unrecognized tax benefit | A reconciliation of the beginning and ending balance of unrecognized tax benefits for the fiscal year ended March 31, 2021 is summarized as follows: Unrecognized Tax Benefits (in thousands) Balance as of March 31, 2020 $ 299 Decreases in unrecognized tax benefits related to prior year tax positions ( 299 ) Increases in unrecognized tax benefits related to current year tax positions — Balance as of March 31, 2021 $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Mar. 31, 2023 | |
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: Year Ended March 31, 2023 2022 2021 Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 185,112 ) $ ( 126,544 ) $ ( 68,620 ) $ ( 148,870 ) $ ( 37,070 ) $ ( 146,549 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 268,177,185 183,327,192 114,064,921 247,463,198 20,121,419 79,539,367 Net loss per share attributable to common stockholders: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.69 ) $ ( 0.69 ) $ ( 0.60 ) $ ( 0.60 ) $ ( 1.84 ) $ ( 1.84 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of March 31, 2023 2022 2021 Class A Class A Class A Class B Conversion of redeemable convertible preferred stock — — — 209,181,855 Outstanding stock options 68,050,752 73,609,565 18,116,302 49,261,103 Restricted stock units 26,562,566 10,676,378 — — Shares subject to vesting 2,576,082 3,512,839 — — 2022 AIP RSUs 8,460,836 — — — ESPP 2,937,194 2,239,756 — — Total 108,587,430 90,038,538 18,116,302 258,442,958 |
Organization and Description _2
Organization and Description of Business - Additional Information (Detail) | 12 Months Ended | |
Jun. 16, 2021 | Mar. 31, 2023 | |
Class Of Stock [Line Items] | ||
Stockholders' Equity Note, Stock Split | 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. See Note 3, “Recapitalization,” for additional details. |
Class A Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Exchange Ratio | 2.293698169 | |
Class B Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Exchange Ratio | 2.293698169 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Increase in revenue adjustment | $ 9,000,000 | ||
Decrease in net loss | $ 9,000,000 | ||
Decrease in net loss per share | $ 0.02 | ||
Revenue recognized | $ 46,600,000 | $ 31,900,000 | |
Total restricted cash | 8,400,000 | 8,600,000 | |
Impairment charges | 0 | 0 | $ 0 |
Impairment of long-lived assets | 10,126,000 | 0 | 0 |
Finance leases | 0 | ||
Advertising costs | 49,100,000 | 54,700,000 | 11,200,000 |
Deferred Advertising Costs | 1,600,000 | 700,000 | |
K I T S | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Revenue recognized | 27,700,000 | 21,900,000 | 24,100,000 |
Research Services | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Revenue recognized | 9,700,000 | 31,400,000 | |
Remaining performance obligations | 21,600,000 | ||
Deferred revenue for customer services | 14,000,000 | 11,600,000 | 31,900,000 |
Contract with customer liability revenue recognized related party amount | 9,200,000 | 30,100,000 | |
Consumer services | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Deferred revenue for customer services | $ 48,600,000 | $ 51,300,000 | $ 39,300,000 |
Employee Stock Purchase Plan | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Payroll deductions to participate in plan | 15% | ||
Employee Stock Purchase Plan | Class A Common Stock [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Discount from market price, offering date | 85% | ||
Discount from market price, purchase date | 85% | ||
Maximum value of shares per employee | $ 25,000 | ||
Supplier Concentration Risk | Revenue | Microarrays | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
Supplier Concentration Risk | Revenue | K I T S | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
Supplier Concentration Risk | Revenue | Laboratory Services | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Significant Customer Information (Details) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Customer C | |||
Concentration Risk [Line Items] | |||
Percentage of accounts receivable | 69% | 25% | |
Customer F | |||
Concentration Risk [Line Items] | |||
Percentage of accounts receivable | 27% | 19% | |
Customer G | |||
Concentration Risk [Line Items] | |||
Percentage of accounts receivable | 0% | 44% | |
Customer Concentration Risk [Member] | Customer B | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of Revenue | 16% | 17% | 16% |
Customer Concentration Risk [Member] | Customer C | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Percentage of Revenue | 22% | 20% | 21% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of estimated useful lives of property, plant and equipment (Details) | 12 Months Ended |
Mar. 31, 2023 | |
Computer and software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Laboratory equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Furniture and office equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 5 years |
Leasehold Improvements | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life, description | Shorter of remaining lease term or estimated useful life |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Revenue by Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
PGS | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 202,414 | 202,681 | 197,525 |
PGS | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 182,866 | 189,703 | 191,066 |
PGS | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 19,548 | 12,978 | 6,459 |
Telehealth | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 44,722 | 19,207 | |
Telehealth | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 34,961 | 15,299 | 0 |
Telehealth | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 9,761 | 3,908 | |
Consumer services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 247,136 | 221,888 | 197,525 |
Consumer services | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 217,827 | 205,002 | 191,066 |
Consumer services | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 29,309 | 16,886 | 6,459 |
Research Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 52,353 | 50,005 | 46,341 |
Research Services | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 0 | ||
Research Services | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 52,353 | 50,005 | 46,341 |
Therapeutics | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 54 | ||
Therapeutics | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 54 | ||
Therapeutics | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | |||
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 299,489 | 271,893 | 243,920 |
Service | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | 217,827 | 205,002 | 191,120 |
Service | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 81,662 | $ 66,891 | $ 52,800 |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 68% | 75% | 81% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 61% | 70% | 78% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 7% | 5% | 3% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 15% | 7% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 12% | 6% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 3% | 1% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 83% | 82% | 81% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 76% | 78% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 10% | 6% | 3% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 17% | 18% | 19% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 17% | 18% | 19% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Therapeutics | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Therapeutics | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Therapeutics | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 76% | 78% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 27% | 24% | 22% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Revenue by Region (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
Service | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | Service | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 217,242 | $ 192,438 | $ 176,120 |
United States | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 71% | 72% |
United Kingdom | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 63,023 | $ 58,477 | $ 49,386 |
United Kingdom | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 21% | 22% | 20% |
Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 13,581 | $ 14,293 | $ 12,172 |
Canada | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 4% | 5% | 5% |
Other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenue | $ 5,643 | $ 6,685 | $ 6,242 |
Other | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Percentage of Revenue | 2% | 2% | 3% |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | $ 372,000 | $ 0 | $ 0 |
Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 372,000 | ||
Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | ||
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | ||
Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 372,000 | ||
Money market funds | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 372,000 | ||
Money market funds | Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | 0 | ||
Money market funds | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total financial assets | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2023 | Dec. 22, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Warrants Outstanding | 0 | 0 | |||
Class of warrants or rights redemption price per warrant | $ 0.10 | ||||
Fair Value Liabilities Level Two To Level One Transfers Amount | $ 0 | ||||
Impairment charges | 0 | $ 0 | $ 0 | ||
Fair Value Recurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Assets Or Liabilities Fair Value | 372,000 | $ 0 | $ 0 | ||
Fair Value Nonrecurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment charges | $ 10,000 | ||||
Fair Value Nonrecurring [Member] | Warrant [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 Nonrecurring [Member] | Warrant [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 | Fair Value Recurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Assets Or Liabilities Fair Value | $ 372,000 | ||||
Level 2 | Fair Value Recurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Assets Or Liabilities Fair Value | $ 0 | ||||
Level 3 [Member] | Private Placement Warrants [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Warrants Outstanding | 0 | 0 | |||
Level 3 [Member] | Fair Value Recurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Assets Or Liabilities Fair Value | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance | $ 0 | $ 0 | |
Assumption of Private Placement Warrants and Public Warrants | 75,415 | ||
Redeemed/exercised warrants | 42,426 | ||
Change in fair value of warrant liabilities | $ 0 | (32,989) | $ 0 |
Balance | $ 0 | $ 0 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) | 12 Months Ended | ||||
Jun. 16, 2021 USD ($) $ / shares shares | Feb. 04, 2021 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 22, 2021 shares | |
Business Acquisition [Line Items] | |||||
Proceeds from Issuance or Sale of Equity | $ | $ 559,700,000 | ||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | |||
Reverse Recapitalization Percentage of Voting Interests Acquired | 100% | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ | $ 33,700,000 | $ 33,726,000 | |||
Proceeds from issuance of common stock merger | $ | $ 309,700,000 | ||||
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. | ||||
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% | ||||
Lockup period for shares | 7 years | ||||
PIPE [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from investment | $ | $ 250,000,000 | ||||
Class A Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Par value | $ / shares | $ 0.0001 | ||||
Shares conversion ratio | 2.293698169 | ||||
Common Stock, Shares, Outstanding | 293,020,474 | 228,174,718 | |||
Common Stock, Shares, Issued | 293,020,474 | 228,174,718 | 6,016,327 | ||
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 | ||||
Class A Common Stock [Member] | Restricted Stock Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares conversion ratio | 2.293698169 | ||||
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 | ||||
Shares conversion ratio | 2.293698169 | ||||
Common Stock, Shares, Outstanding | 168,179,488 | 220,637,603 | |||
Common Stock, Shares, Issued | 168,179,488 | 220,637,603 | |||
Class B Common Stock [Member] | Founder shares [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage Shares Restricted For Transfer | 70% | ||||
Class B Common Stock [Member] | VGAC [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquired ownership percentage | 30% | ||||
Class B Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Common Stock, Shares, Outstanding | 3,814,125 |
Acquisition - Schedule of Consi
Acquisition - Schedule of Consideration Transferred to Acquired Identifiable Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Goodwill | $ 351,744 | $ 351,744 |
Lemonaid Health, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Cash | 7,711 | |
Prepaid expenses and other current assets | 3,388 | |
Property and equipment, net | 1,019 | |
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 | |
Lemonaid Health, Inc. [Member] | Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible Assets | 14,900 | |
Lemonaid Health, Inc. [Member] | Partnerships [Member] | ||
Business Acquisition [Line Items] | ||
Intangible Assets | 23,200 | |
Lemonaid Health, Inc. [Member] | Trademarks [Member] | ||
Business Acquisition [Line Items] | ||
Intangible Assets | 11,000 | |
Lemonaid Health, Inc. [Member] | Developed Technology Rights [Member] | ||
Business Acquisition [Line Items] | ||
Intangible Assets | 24,100 | |
Lemonaid Health, Inc. [Member] | Non-compete agreements [Member] | ||
Business Acquisition [Line Items] | ||
Intangible Assets | $ 2,800 |
Acquisition - Schedule of Unaud
Acquisition - Schedule of Unaudited Pro Forma Revenue and Net Loss Information (Details) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | ||
Business Combinations [Abstract] | |||
Pro forma revenue | [1] | $ 295,025 | $ 271,532 |
Pro forma net loss | [1] | $ (241,382) | $ (237,162) |
[1] (1) As if the Lemonaid Acquisition was consummated on April 1, 2020. |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Nov. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Escrow Deposit | $ 6,000 | |||
Escrow amount description | of the escrow amount was released in May 2023, and any remaining escrow amount will be released in May 2024 | |||
Net deferred taxes | $ 0 | $ 3,095 | ||
Income tax benefit | (2,772) | (3,480) | $ 0 | |
Recognized revenue | 299,489 | 271,893 | 243,920 | |
Net income (loss) | (311,656) | (217,490) | (183,619) | |
Class A Common Stock [Member] | ||||
Business Acquisition [Line Items] | ||||
Net income (loss) | (185,112) | (68,620) | $ (37,070) | |
Lemonaid Merger Agreement [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition costs | $ 9,400 | |||
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 Expense | 16,500 | 7,300 | ||
Acquired goodwill | $ 351,700 | |||
Goodwill Recognized, Description | The goodwill recognized upon acquisition is not expected to be deductible for income tax purposes. | |||
Net deferred taxes | $ 6,600 | |||
Income tax benefit | 3,500 | |||
Foreign deferred tax liability | 3,100 | |||
Recognized revenue | 19,200 | |||
Net income (loss) | $ 22,300 | |||
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 | |||
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 |
Revenue - Summary of Revenue By
Revenue - Summary of Revenue By Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
PGS | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 202,414 | 202,681 | 197,525 |
PGS | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 182,866 | 189,703 | 191,066 |
PGS | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 19,548 | 12,978 | 6,459 |
Telehealth | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 44,722 | 19,207 | |
Telehealth | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 34,961 | 15,299 | 0 |
Telehealth | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 9,761 | 3,908 | |
Consumer services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 247,136 | 221,888 | 197,525 |
Consumer services | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 217,827 | 205,002 | 191,066 |
Consumer services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 29,309 | 16,886 | 6,459 |
Research Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 52,353 | 50,005 | 46,341 |
Research Services | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 0 | ||
Research Services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 52,353 | 50,005 | 46,341 |
Therapeutics | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 54 | ||
Therapeutics | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 54 | ||
Therapeutics | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | |||
Service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 299,489 | 271,893 | 243,920 |
Service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 217,827 | 205,002 | 191,120 |
Service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 81,662 | $ 66,891 | $ 52,800 |
Product Concentration Risk | Revenue | PGS | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 68% | 75% | 81% |
Product Concentration Risk | Revenue | PGS | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 61% | 70% | 78% |
Product Concentration Risk | Revenue | PGS | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 7% | 5% | 3% |
Product Concentration Risk | Revenue | Telehealth | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 15% | 7% | 0% |
Product Concentration Risk | Revenue | Telehealth | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 12% | 6% | 0% |
Product Concentration Risk | Revenue | Telehealth | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 3% | 1% | 0% |
Product Concentration Risk | Revenue | Consumer services | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 83% | 82% | 81% |
Product Concentration Risk | Revenue | Consumer services | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 76% | 78% |
Product Concentration Risk | Revenue | Consumer services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 10% | 6% | 3% |
Product Concentration Risk | Revenue | Research Services | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 17% | 18% | 19% |
Product Concentration Risk | Revenue | Research Services | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk | Revenue | Research Services | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 17% | 18% | 19% |
Product Concentration Risk | Revenue | Therapeutics | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk | Revenue | Therapeutics | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk | Revenue | Therapeutics | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 0% | 0% | 0% |
Product Concentration Risk | Revenue | Service | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
Product Concentration Risk | Revenue | Service | Point in Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 76% | 78% |
Product Concentration Risk | Revenue | Service | Over Time | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 27% | 24% | 22% |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue by Region based on the Shipping Address of Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
Service | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 |
Revenue | Geographic Concentration Risk | Service | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 100% | 100% | 100% |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 217,242 | $ 192,438 | $ 176,120 |
United States | Revenue | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 73% | 71% | 72% |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 63,023 | $ 58,477 | $ 49,386 |
United Kingdom | Revenue | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 21% | 22% | 20% |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 13,581 | $ 14,293 | $ 12,172 |
Canada | Revenue | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 4% | 5% | 5% |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 5,643 | $ 6,685 | $ 6,242 |
Other | Revenue | Geographic Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Percentage of Revenue | 2% | 2% | 3% |
Revenue (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue recognized | $ 46.6 | $ 31.9 | |
Consumer services | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue for customer services | 48.6 | 51.3 | $ 39.3 |
Research Services | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue for customer services | 14 | 11.6 | $ 31.9 |
Revenue recognized | 9.7 | 31.4 | |
Contract with customer liability revenue recognized related party amount | 9.2 | 30.1 | |
Contract with customer liability related party amount | 11.8 | $ 9.2 | |
Remaining performance obligations | $ 21.6 | ||
Revenue recognize percentage | 91% |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Aggregate carrying value of assets | $ 942,598 | $ 1,152,068 | |
Aggregate Carrying Value of total liabilities | 228,659 | 236,412 | |
Recognized revenue | 299,489 | 271,893 | $ 243,920 |
Net loss | $ (311,656) | (217,490) | $ (183,619) |
VIE [Member] | |||
Change of Nominee Prior Notice Period Days | 180 days | ||
Aggregate carrying value of assets | 11,200 | ||
Aggregate Carrying Value of total liabilities | 13,300 | ||
Recognized revenue | $ 40,200 | 19,400 | |
Net loss | $ 14,000 | $ (2,100) |
Segment Information - Schedule
Segment Information - Schedule of Company Revenue and Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Revenue | ||||
Recognized revenue | $ 299,489 | $ 271,893 | $ 243,920 | |
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | (161,301) | (150,740) | (76,525) | |
Net loss | (311,656) | (217,490) | (183,619) | |
Adjustments | ||||
Interest income, net | (9,676) | (277) | (255) | |
Other (income) expense, net | 93 | 83 | (1,322) | |
Change in fair value of warrant liabilities | 0 | (32,989) | 0 | |
Income tax benefit | (2,772) | (3,480) | 0 | |
Depreciation and amortization | 20,239 | 18,899 | 20,246 | |
Amortization of acquired intangible assets | 16,486 | 7,269 | 0 | |
Impairment of acquired intangible assets | 9,968 | 0 | 0 | |
Stock-based compensation expense | 116,017 | 57,933 | 88,425 | |
Acquisition-related costs | [1] | 0 | 9,362 | 0 |
Litigation settlement | [2] | 0 | 9,950 | 0 |
Total Adjusted EBITDA | (161,301) | (150,740) | (76,525) | |
Consumer And Research Services | ||||
Segment Revenue | ||||
Recognized revenue | 299,489 | 271,893 | 243,866 | |
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | (17,997) | (30,112) | 12,796 | |
Therapeutics | ||||
Segment Revenue | ||||
Recognized revenue | 0 | 54 | ||
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | (88,503) | (76,944) | (58,734) | |
Unallocated Corporate [Member] | ||||
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | [3] | $ (54,801) | $ (43,684) | $ (30,587) |
[1] For the fiscal year ended March 31, 2022, acquisition-related costs primarily consisted of advisory, legal and consulting fees. For the fiscal year ended March 31, 2022, litigation settlement is litigation cost net of insurance recoveries , which is not expected to occur on a recurring basis and not part of the Company's normal and continued business activity. Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. |
Segment Information - Schedul_2
Segment Information - Schedule of Customer Accounting of Segment Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | ||
Segment Reporting Information [Line Items] | ||||
Recognized revenue | $ 299,489 | $ 271,893 | $ 243,920 | |
Customer C | Consumer And Research Services | Revenue | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Recognized revenue | [1] | $ 65,721 | $ 53,875 | $ 51,786 |
Percentage of Revenue | [1] | 22% | 20% | 21% |
Customer B | Consumer And Research Services | Revenue | Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Recognized revenue | [2] | $ 47,448 | $ 46,064 | $ 39,917 |
Percentage of Revenue | [2] | 16% | 17% | 16% |
[1] Customer C revenues are primarily in the United States. Customer B revenues are in the U.K. |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2023 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | $ 299,489 | $ 271,893 | $ 243,920 | ||
Deferred Revenue Current | 62,521 | 62,939 | |||
Prepaid expenses and other current assets | 19,224 | 25,139 | |||
Cost of Revenue | 164,993 | 138,948 | 126,914 | ||
Accounts Payable and Other Accrued Liabilities, Current | 66,430 | 44,588 | |||
G S K | |||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |||||
Revenue | 47,400 | 46,100 | 39,900 | ||
Aggregate Cash Consideration For Collaboration Arrangement | $ 50,000 | ||||
Deferred Revenue Current | 9,200 | $ 11,800 | |||
Research and development expense | 10,700 | 24,000 | 18,700 | ||
Cost of Revenue | 500 | 300 | $ 1,400 | ||
Accounts Payable and Other Accrued Liabilities, Current | $ 11,900 | $ 18,300 | |||
Voting interest percentage | 20.10% | 16.30% |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 113,924 | $ 112,475 |
Less: accumulated depreciation and amortization | (75,316) | (62,624) |
Property and equipment, net | 38,608 | 49,851 |
Computer and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 10,376 | 10,573 |
Laboratory Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 52,785 | 51,557 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,946 | 8,926 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40,964 | 40,566 |
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 ($) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 14,800,000 | $ 16,100,000 | $ 18,100,000 |
Impairment to internal-use software | 0 | 0 | |
Internal-use software | 3,200,000 | 1,200 | 600 |
Impairment Charge for U.K Partnership Asset | 10,000,000 | ||
Amortization Of Intangible Assets | 17,300,000 | 7,600,000 | |
Capitalized Computer Software, Gross | 25,180,000 | 14,804,000 | |
Internal Use Software | |||
Property Plant And Equipment [Line Items] | |||
Amortization of internal use software including capitalized stock based compensation expense | 4,800,000 | 2,900,000 | 2,000,000 |
Capitalized Computer Software, Gross | $ 10,800,000 | $ 5,700,000 | $ 4,000,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Internal Use Software, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Capitalized internal-use software, gross | $ 25,180 | $ 14,804 |
Less: accumulated amortization | (9,519) | (5,169) |
Internal-use software, net | $ 15,661 | $ 9,635 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 81,500 | $ 81,500 |
Accumulated amortization | (24,890) | (7,595) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Net carrying amount | $ 45,520 | $ 73,905 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 7 months 6 days | 1 year 7 months 6 days |
Gross Carrying Amount | $ 14,900 | $ 14,900 |
Accumulated amortization | (10,554) | (3,104) |
Cumulative Impairment Charge | ||
Cumulative currency translation | ||
Net carrying amount | $ 4,346 | $ 11,796 |
Partnerships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years 7 months 6 days | 6 years 7 months 6 days |
Gross Carrying Amount | $ 23,200 | $ 23,200 |
Accumulated amortization | (4,385) | (1,558) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Net carrying amount | $ 7,725 | $ 21,642 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 7 months 6 days | 4 years 7 months 6 days |
Gross Carrying Amount | $ 11,000 | $ 11,000 |
Accumulated amortization | (3,117) | (917) |
Cumulative Impairment Charge | ||
Cumulative currency translation | ||
Net carrying amount | $ 7,883 | $ 10,083 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years 7 months 6 days | 6 years 7 months 6 days |
Gross Carrying Amount | $ 24,100 | $ 24,100 |
Accumulated amortization | (4,877) | (1,436) |
Cumulative Impairment Charge | ||
Cumulative currency translation | ||
Net carrying amount | $ 19,223 | $ 22,664 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 7 months 6 days | 4 years 7 months 6 days |
Gross Carrying Amount | $ 2,800 | $ 2,800 |
Accumulated amortization | (793) | (233) |
Cumulative Impairment Charge | ||
Cumulative currency translation | ||
Net carrying amount | $ 2,007 | $ 2,567 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years 6 months | 6 years 4 months 24 days |
Gross Carrying Amount | $ 5,500 | $ 5,500 |
Accumulated amortization | (1,164) | (347) |
Cumulative Impairment Charge | ||
Cumulative currency translation | ||
Net carrying amount | $ 4,336 | $ 5,153 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2024 | $ 12,265 | |
2025 | 7,919 | |
2026 | 7,919 | |
2027 | 6,770 | |
2028 | 5,006 | |
Thereafter | 5,641 | |
Net carrying amount | $ 45,520 | $ 73,905 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payables | $ 17,030 | $ 20,937 |
Accrued compensation and benefits | 14,737 | 14,241 |
Accrued bonus | 21,600 | 657 |
Accrued clinical expenses | 11,707 | 6,717 |
Accrued taxes and other | 1,356 | 2,036 |
Total accrued expenses and other current liabilities | $ 66,430 | $ 44,588 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Feb. 28, 2023 | Mar. 31, 2023 | |
Lessee Lease Description [Line Items] | ||
Non cancellable future minimum lease payments | $ 9.3 | |
Operating lease option to extend | For the Company’s facility in Sunnyvale, California, there is an option to extend the lease for a period of seven years. | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lessee, Operating Lease, Renewal Term | 2 years 9 months 18 days | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lessee, Operating Lease, Renewal Term | 8 years 3 months 18 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 13,800 |
2025 | 15,474 |
2026 | 15,946 |
2027 | 15,472 |
2028 | 11,666 |
Thereafter | 41,430 |
Total future operating lease payments | 113,788 |
Less: imputed interest | (28,484) |
Total operating lease liabilities | $ 85,304 |
Lease - The components of lease
Lease - The components of lease costs and other information related to leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 13,650 | $ 13,640 | $ 13,614 |
Variable lease cost | 5,422 | 6,425 | 5,809 |
Lease, Cost, Total | 19,072 | 20,065 | 19,423 |
Cash paid for amounts included in the measurement of operating lease liabilities, net | (14,941) | (13,490) | (10,334) |
ROU assets obtained in exchange for new operating lease obligations | $ 7,930 | $ 12,803 | |
Weighted average remaining lease term (years) | 7 years 6 months | 8 years 4 months 24 days | 9 years 2 months 12 days |
Weighted average discount rate | 8% | 7% | 7% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2023 | Mar. 30, 2022 | Mar. 31, 2021 | Dec. 10, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Amounts purchased under non cancelable purchase obligations | $ 34.7 | $ 29.9 | $ 23.6 | ||
Damages related to asserting claims | $ 100 | ||||
Litigation insurance settlement recovery receivable | $ 10 | ||||
Loss on litigation settlement | $ 10 |
Commitments and Contingencies_2
Commitments and Contingencies - Non-cancelable purchase obligations with a term of 12 months or longer (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 21,796 |
2025 | 14,719 |
2026 | 22 |
Total | $ 36,537 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock - Additional Information (Details) | 12 Months Ended | |
Mar. 31, 2023 shares | Mar. 31, 2022 shares | |
Redeemable convertible preferred stock, Shares, Outstanding | 0 | 0 |
Class B Common Stock [Member] | ||
Exchange Ratio | 2.293698169 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||
Feb. 06, 2023 USD ($) | Dec. 22, 2021 USD ($) $ / shares shares | Jun. 16, 2021 Vote $ / shares shares | Feb. 04, 2021 $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2023 shares | |
Class Of Stock [Line Items] | ||||||||
Redeemable convertible preferred stock, Shares, Outstanding | shares | 0 | 0 | ||||||
Common Stock, Par value | $ 0.0001 | $ 0.0001 | ||||||
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. See Note 3, “Recapitalization,” for additional details. | ||||||
Common stock, shares authorized | shares | 1,490,000,000 | |||||||
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, shares issued | shares | 0 | 0 | ||||||
Preferred stock, shares outstanding | shares | 0 | 0 | ||||||
Warrants outstanding | shares | 0 | 0 | ||||||
Proceeds from issuance of common stock under employee stock purchase plan | $ | $ 6,464 | |||||||
Number of Redeemed Warrants Redemption Payment Made To | shares | 1,164,142 | |||||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 32,989 | $ 0 | |||||
Description of warrant redemption | Warrants were exercised, representing approximately 95% of the outstanding Warrants | |||||||
Class of warrants or rights redemption price per warrant | $ 0.10 | |||||||
Proceeds from sales agent commission percentage | 3% | |||||||
Public Warrants and Private Placement Warrants [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Warrants exercised | shares | 23,901,466 | |||||||
VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Lockup Period | 7 years | |||||||
Earn Out Shares, Percentage | 50% | |||||||
Sale of Stock, Description of Transaction | (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. | |||||||
Class A Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common Stock, Par value | $ 0.0001 | |||||||
Exchange Ratio | 2.293698169 | |||||||
Common stock, shares authorized | shares | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | |||||
Number of votes | Vote | 1 | |||||||
Common Stock, Shares, Issued | shares | 6,016,327 | 293,020,474 | 228,174,718 | |||||
Common Stock, Shares, Outstanding | shares | 293,020,474 | 228,174,718 | ||||||
Exercise price | $ 11.50 | |||||||
Trading days | 20 days | |||||||
Share Redemption Trigger Price | $ 18 | |||||||
Exchange ratio for shares of Class A common stock per warrant | 0.2516 | |||||||
Number Of Trading Days | 20 days | |||||||
Number of trading days after commencing | 30 days | |||||||
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 | $ 10 | |||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Expiry date | 5 years | |||||||
Trading days | 20 days | |||||||
Number Of Trading Days | 20 days | |||||||
Common stock, Price Per Share | $ 10 | |||||||
Number of trading days after commencing | 30 days | |||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Private Placement Warrants | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of Warrants | shares | 8,113,999 | |||||||
Exercise price | $ 11.50 | |||||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Public Warrants [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Number of Warrants | shares | 16,951,609 | |||||||
Exercise price | $ 11.50 | |||||||
Class A Common Stock [Member] | Lemonaid Acquisition [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | shares | 26,825,241 | |||||||
Common stock shares subscribed | shares | 3,747,027 | |||||||
Class B Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Exchange Ratio | 2.293698169 | |||||||
Common Stock, Par value | $ 0.0001 | |||||||
Exchange Ratio | 2.293698169 | |||||||
Common stock, shares authorized | shares | 350,000,000 | 350,000,000 | 350,000,000 | |||||
Number of votes | Vote | 10 | |||||||
Common Stock, Shares, Issued | shares | 168,179,488 | 220,637,603 | ||||||
Common Stock, Shares, Outstanding | shares | 168,179,488 | 220,637,603 | ||||||
Class B Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common Stock, Shares, Outstanding | shares | 3,814,125 | |||||||
Class B Common Stock [Member] | VGAC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Acquired ownership percentage | 30% | |||||||
Maximum [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Class of warrants or rights redemption price per warrant | $ 0.10 | |||||||
Maximum [Member] | Cowen and Company LLC [Member] | Sales Agreement [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Sale of Securities over a period of time | $ | $ 500,000 | |||||||
Aggregate principal amount | $ | $ 150,000 | |||||||
Maximum [Member] | Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Share Price Thresholds Release From Lock Up | $ 15 | |||||||
Minimum [Member] | Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Share Price Thresholds Release From Lock Up | $ 12.50 | |||||||
Additional Paid In Capital [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Change in fair value of warrant liabilities | $ | $ 42,400 | $ 33,000 | ||||||
Share Price Less Than Dollar Eighteen And Greater Than Or Equals To Ten Point Zero Zero | Class A Common Stock [Member] | Public Warrants [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Exercise price | $ 0.10 | |||||||
Share Redemption Trigger Price | $ 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 [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Exercise price | $ 18 | |||||||
Share Price Equals Or Exceeds Dollar Eighteen | Class A Common Stock [Member] | Public Warrants [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Exercise price | $ 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 | $ 18 | |||||||
Class of warrants redemption notice period | 30 days |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Redeemable Convertible Preferred Stock (Details) - shares | Mar. 31, 2023 | Mar. 31, 2022 |
Redeemable convertible preferred stock, Shares, Outstanding | 0 | 0 |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of common stock outstanding (Details) - shares | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 22, 2021 | Jun. 16, 2021 |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,490,000,000 | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | |
Common Stock, Shares, Issued | 293,020,474 | 228,174,718 | 6,016,327 | |
Common Stock, Shares, Outstanding | 293,020,474 | 228,174,718 | ||
Class B Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | |
Common Stock, Shares, Issued | 168,179,488 | 220,637,603 | ||
Common Stock, Shares, Outstanding | 168,179,488 | 220,637,603 |
Stockholders' Equity - Schedu_3
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance (Detail) - shares | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Outstanding stock options | 68,050,752 | 73,609,565 |
Total shares of common stock reserved | 166,884,802 | 144,601,515 |
2021 Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under 2021 Incentive Equity Plan | 55,922,182 | 48,895,572 |
Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under Employee Stock Purchase Plan | 16,349,302 | 11,420,000 |
Restricted Stock Units [Member] | ||
Class Of Stock [Line Items] | ||
Outstanding restricted stock units | 26,562,566 | 10,676,378 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jun. 10, 2021 | Sep. 30, 2022 | Nov. 30, 2021 | Feb. 28, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Shares reserved for future issuance | 166,884,802 | 144,601,515 | |||||
Granted | 4,866,230 | ||||||
Weighted-average grant date fair values of options granted | $ 2.42 | $ 4.44 | $ 3.02 | ||||
Intrinsic value of vested options exercised | $ 4,600,000 | $ 25,600,000 | $ 47,600,000 | ||||
Unrecognized stock-based compensation cost | $ 65,900,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 6 months | ||||||
Stock-based compensation expense | $ 116,017,000 | 57,933,000 | 86,696,000 | ||||
Proceeds from exercise of stock options | $ 4,203,000 | $ 16,998,000 | 76,151,000 | ||||
Issuance of common stock related to early exercise of stock options, shares | 2,748,796 | ||||||
Common stock subject to repurchase | 0 | 0 | |||||
Total liabilities | $ 228,659,000 | $ 236,412,000 | |||||
Lemonaid Health, Inc. [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Vesting period | 4 years | ||||||
Unrecognized stock-based compensation cost | 28,400,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 7 months 6 days | ||||||
Common stock granted subject to vest, Weighted average grant date fair value | $ 43,900,000 | ||||||
General and Administrative [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 40,400,000 | ||||||
General and Administrative [Member] | Lemonaid Health, Inc. [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 11,000,000 | $ 4,500,000 | |||||
General and Administrative [Member] | Secondary Sale Transaction [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | 47,671,000 | 22,242,000 | 59,986,000 | ||||
Stock Option Activity [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Tax benefit recognized from stock option exercises | 0 | $ 0 | 0 | ||||
Restricted Stock Units [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation cost | $ 116,800,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years | ||||||
Early Exercise of Common Stock Options [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Options Exercised | 0 | 0 | |||||
Early Exercise of Common Stock Options [Member] | Chief Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted | 6,881,095 | ||||||
Proceeds from exercise of stock options | $ 34,700,000 | $ 47,200,000 | |||||
Issuance of common stock related to early exercise of stock options, shares | 6,881,095 | 11,108,906 | |||||
Common stock subject to repurchase | 15,621,041 | ||||||
2021 Incentive Equity Plan [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Exchange ratio of common stock | 2.293698169 | ||||||
Shares Available for Grant, Beginning balance | 22,839,019 | ||||||
Exercise price of stock options as a percentage of fair value of shares | 110% | ||||||
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% | ||||||
2021 Incentive Equity Plan [Member] | Maximum [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock issued and outstanding, percentage | 3% | ||||||
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% | ||||||
ESPP [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Common stock issued and outstanding, percentage | (1.00%) | ||||||
Weighted-average grant date fair values of options granted | $ 1.35 | $ 1.84 | |||||
Potential annual increase in shares reserved for future issuance | 5,000,000 | ||||||
Payroll deductions to participate in plan | 15% | ||||||
2006 Equity Incentive Plan | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Granted | 0 | ||||||
2022 AIP [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 18,900,000 | ||||||
Other current liabilities | $ 18,900,000 | ||||||
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 | ||||||
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 | ||||||
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 | 55,922,182 | |||||
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 | 16,349,302 | |||||
Discount from market price, offering date | 85% | ||||||
Discount from market price, purchase date | 85% | ||||||
Maximum value of shares per employee | $ 25,000 | ||||||
Number of shares issued | 2,642,313 | ||||||
Class B Common Stock [Member] | Early Exercise of Common Stock Options [Member] | Chief Executive Officer [Member] | |||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||
Proceeds from exercise of stock options | $ 32,600,000 | ||||||
Issuance of common stock related to early exercise of stock options, shares | 11,029,071 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Summary of the Activity Under the Stock Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Balance as of March 31, 2022 | 68,050,752 | 73,609,565 |
Granted | 4,866,230 | |
Exercised | (2,748,796) | |
Cancelled/forfeited/expired | (7,676,247) | |
Balance as of March 31, 2023 | 68,050,752 | |
Vested and exercisable as of March 31, 2023 | 48,034,690 | |
Weighted-Average Exercise Price Beginning balance As Of March 31,2022 | $ 4.21 | |
Weighted-Average Exercise Price, Granted | 3.50 | |
Weighted-Average Exercise Price, Exercised | 1.53 | |
Weighted-Average Exercise Price, Cancelled/Forfeited/Expired | 4.75 | |
Weighted-Average Exercise Price, Ending balance As Of March 31, 2023 | 4.20 | $ 4.21 |
Weighted-Average Exercise Price, Vested and exercisable March 31, 2023 | $ 4.14 | |
Weighted-Average Remaining Contractual Term (Years) | 6 years | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (Years), Vested and Exercisable | 5 years | |
Aggregate Intrinsic Value of Options Outstanding | $ 10,621 | $ 35,979 |
Aggregate Intrinsic Value of Options Outstanding, Vested and Exercisable | $ 7,743 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Summary of the Value Stock Options (Details) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Minimum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years | 3 years 3 months 18 days | 4 years |
Volatility | 76% | 72% | 61% |
Risk-free rate | 2.80% | 1% | 0.20% |
Dividend yield | 0% | 0% | 0% |
Minimum [Member] | ESPP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 months | 6 months | |
Volatility | 78% | 77% | |
Risk-free rate | 3.30% | 0.60% | |
Dividend yield | 0% | 0% | |
Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 6 years 9 months 18 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
Volatility | 81% | 75% | 68% |
Risk-free rate | 4.20% | 2.50% | 0.50% |
Dividend yield | 0% | 0% | 0% |
Maximum [Member] | ESPP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected term | 1 year | 1 year | |
Volatility | 109% | 86% | |
Risk-free rate | 5.20% | 0.90% | |
Dividend yield | 0% | 0% |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Summary of the Restricted Stock Units (Details) - Restricted Stock Units [Member] | 12 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, beginning balance, Unvested as of March31, 2022 | shares | 10,676,378 |
Unvested RSUs, Granted | shares | 26,940,560 |
Unvested RSUs, Vested | shares | (7,062,152) |
Unvested RSUs, Cancelled/forfeited | shares | (3,992,220) |
Unvested RSUs ending balance unvested as of March 31, 2023 | shares | 26,562,566 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance, Unvested as of March 31, 2022 | $ / shares | $ 9.70 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 3.28 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 6.23 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled/forfeited | $ / shares | 5.53 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance, Unvested as of March 31, 2023 | $ / shares | $ 4.73 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Summary of the Stock-Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 116,017 | $ 57,933 | $ 86,696 |
General and Administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 40,400 | ||
Secondary Sale Transaction [Member] | Cost of Revenue [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 10,874 | 4,029 | 858 |
Secondary Sale Transaction [Member] | Research and Development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 48,837 | 26,540 | 21,771 |
Secondary Sale Transaction [Member] | Sales and Marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 8,635 | 5,122 | 4,081 |
Secondary Sale Transaction [Member] | General and Administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 47,671 | $ 22,242 | $ 59,986 |
Retirement Benefit Plans (Addit
Retirement Benefit Plans (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Contributions cost | $ 2,600 | $ 1,700 | $ 1,500 |
Annual compensation | $ 2,300 | ||
Annual compensation percentage | 100% | ||
Annual compensation of employee contributions | 100% | ||
Annual Compensation and Contribution Limits | The Company matches the greater of 100% of the first 2% or 100% of the first $2,300 (subject to annual compensation and contribution limits) of employee contributions. |
Income Taxes - Schedule of loss
Income Taxes - Schedule of loss before provision for (benefit from) income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (292,730) | $ (221,212) | $ (183,619) |
Foreign | (21,698) | 242 | 0 |
Loss before income taxes | $ (314,428) | $ (220,970) | $ (183,619) |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of income tax (benefit) (Details) | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory federal tax expense rate | 21% | 21% | 21% |
Non-deductible stock-based compensation | (4.00%) | (3.00%) | (7.00%) |
Fair Market Value adjustment on Warrants | 0% | 3% | 0% |
Change in valuation allowance related to acquisition | 0% | 2% | 0% |
Change in valuation allowance | (16.00%) | (20.00%) | (14.00%) |
Other | 0% | (2.00%) | 0% |
Effective Tax Rate | 1% | 2% | (0.00%) |
Income Taxes - Schedule of defe
Income Taxes - Schedule of deferred tax assets and liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Mar. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 262,295 | $ 248,856 |
Capitalized research and development expenses | 33,709 | 0 |
Accruals and reserves | 3,865 | 3,685 |
Stock-based compensation | 18,065 | 10,000 |
Deferred revenue | 11,498 | 6,865 |
Operating lease liabilities | 21,474 | 20,590 |
Deferred Tax Assets, Other | 332 | 19 |
Gross deferred tax assets | 351,238 | 290,015 |
Valuation allowance | (322,104) | (261,795) |
Total deferred tax assets | 29,134 | 28,220 |
Deferred tax liabilities: | ||
Prepaid expenses | (892) | (1,235) |
Intangibles | (13,689) | (15,709) |
Operating lease right-of-use assets | (14,117) | (13,233) |
Property and equipment | (436) | (1,138) |
Gross deferred tax liabilities | (29,134) | (31,315) |
Net deferred taxes | $ 0 | $ (3,095) |
Income Taxes - Schedule of unre
Income Taxes - Schedule of unrecognized tax benefit (Details) $ in Thousands | 12 Months Ended |
Mar. 31, 2021 USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Unrecognized Tax Benefits, Beginning Balance | $ 299 |
Decreases in unrecognized tax benefits related to prior year tax positions | (299) |
Increases in unrecognized tax benefits related to current year tax positions | 0 |
Unrecognized Tax Benefits, Ending Balance | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2023 | |
Operating Loss Carryforwards [Line Items] | ||||
Deferred Income Tax Benefit | $ 2,800,000 | $ 3,500,000 | ||
Income tax benefit | (2,772,000) | $ (3,480,000) | $ 0 | |
Operating Loss Carryforwards | 654,700,000 | |||
Change in the valuation allowance | 60,300,000 | |||
Federal [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | 1,000,000,000 | $ 1,000,000,000 | ||
State [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 689,000 | |||
Operating Loss Carryforwards Expiration Year | 2026 | |||
Foreign [Member] | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating Loss Carryforwards | $ 9,600,000 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - $ / shares | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Dividends paid in shares | $ 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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator: | |||
Net loss | $ (311,656) | $ (217,490) | $ (183,619) |
Denominator: | |||
Weighted-average shares used to compute net loss per share, basic | 451,504,377 | 361,528,119 | 99,660,786 |
Weighted-average shares used to compute net loss per share, diluted | 451,504,377 | 361,528,119 | 99,660,786 |
Net loss per share: | |||
Net loss per share attributable to common stockholders, basic | $ (0.69) | $ (0.60) | $ (1.84) |
Net loss per share attributable to common stockholders, diluted | $ (0.69) | $ (0.60) | $ (1.84) |
Class A Common Stock [Member] | |||
Numerator: | |||
Net loss | $ (185,112) | $ (68,620) | $ (37,070) |
Denominator: | |||
Weighted-average shares used to compute net loss per share, basic | 268,177,185 | 114,064,921 | 20,121,419 |
Weighted-average shares used to compute net loss per share, diluted | 268,177,185 | 114,064,921 | 20,121,419 |
Net loss per share: | |||
Net loss per share attributable to common stockholders, basic | $ (0.69) | $ (0.60) | $ (1.84) |
Net loss per share attributable to common stockholders, diluted | $ (0.69) | $ (0.60) | $ (1.84) |
Class B Common Stock [Member] | |||
Numerator: | |||
Net loss | $ (126,544) | $ (148,870) | $ (146,549) |
Denominator: | |||
Weighted-average shares used to compute net loss per share, basic | 183,327,192 | 247,463,198 | 79,539,367 |
Weighted-average shares used to compute net loss per share, diluted | 183,327,192 | 247,463,198 | 79,539,367 |
Net loss per share: | |||
Net loss per share attributable to common stockholders, basic | $ (0.69) | $ (0.60) | $ (1.84) |
Net loss per share attributable to common stockholders, diluted | $ (0.69) | $ (0.60) | $ (1.84) |
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 | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Class A Common Stock [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 108,587,430 | 90,038,538 | 18,116,302 |
Class A Common Stock [Member] | ESPP [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 2,937,194 | 2,239,756 | |
Class A Common Stock [Member] | Stock Option Activity [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 68,050,752 | 73,609,565 | 18,116,302 |
Class A Common Stock [Member] | Conversion of Redeemable Convertible Preferred Stock [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 0 | ||
Class A Common Stock [Member] | Restricted Stock Units [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 26,562,566 | 10,676,378 | |
Class A Common Stock [Member] | Shares subject to vesting [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 2,576,082 | 3,512,839 | |
Class A Common Stock [Member] | 2022 AIP RSUs | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 8,460,836 | 0 | 0 |
Class B Common Stock [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 258,442,958 | ||
Class B Common Stock [Member] | ESPP [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | |||
Class B Common Stock [Member] | Stock Option Activity [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 49,261,103 | ||
Class B Common Stock [Member] | Conversion of Redeemable Convertible Preferred Stock [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 209,181,855 | ||
Class B Common Stock [Member] | Restricted Stock Units [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | |||
Class B Common Stock [Member] | Shares subject to vesting [Member] | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | |||
Class B Common Stock [Member] | 2022 AIP RSUs | |||
Earnings Per Share Basic [Line Items] | |||
Outstanding stock options | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Feb. 04, 2021 | Jul. 31, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Proceeds from PIPE | $ 6,464 | ||||
Chief Executive Officer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Accelerated Vesting, Number | 15,621,041 | ||||
Employee Benefits and Share-Based Compensation | $ 40,400 | ||||
Common Class A [Member] | The Anne Wojcicki Foundation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock shares subscribed | 2,500,000 | ||||
Common Class A [Member] | V G Acquisition Sponsor L L C [Member] | |||||
Related Party Transaction [Line Items] | |||||
Common stock, Price Per Share | $ 10 | ||||
GSK Collaboration Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Voting interest percentage | 20.10% | 16.30% | |||
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 | $ 250,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2023 | Nov. 01, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Jun. 16, 2021 |
Subsequent Event [Line Items] | |||||
Escrow deposit | $ 6 | ||||
Common stock value per share | $ 0.0001 | $ 0.0001 | |||
Proceeds from sales agent commission percentage | 3% | ||||
Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock value per share | $ 0.0001 | ||||
Lemonaid Health, Inc. [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate cash consideration for acquisition | $ 101.9 | ||||
Escrow deposit | $ 13 |