Cover Page
Cover Page | 12 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Entity Registrant Name | 23andMe Holding Co. |
Entity Central Index Key | 0001804591 |
Entity Filer Category | Non-accelerated Filer |
Amendment Flag | false |
Entity Emerging Growth Company | true |
Entity Small Business | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Current assets: | ||
Cash | $ 282,489 | $ 207,942 |
Restricted cash | 1,399 | 1,399 |
Accounts receivable, net | 2,481 | 6,392 |
Inventories | 6,239 | 14,122 |
Deferred cost of revenue | 5,482 | 6,645 |
Prepaid expenses and other current assets | 15,485 | 13,088 |
Assets held for sale | 2,933 | |
Total current assets | 313,575 | 252,521 |
Property and equipment, net | 60,884 | 77,882 |
Operating lease right-of-use assets | 63,122 | 60,608 |
Restricted cash, noncurrent | 6,974 | 6,974 |
Internal-use software, net | 6,889 | 5,417 |
Other assets | 654 | 1,228 |
Total assets | 452,098 | 404,630 |
Current liabilities: | ||
Accounts payable (related party amounts of $4,422 and $4,231 as of March 31, 2021 and 2020, respectively) | 12,271 | 13,085 |
Accrued expenses and other current liabilities (related party amounts of $7,065 and $3,548 as of March 31, 2021 and 2020, respectively) | 31,953 | 34,660 |
Deferred revenue (related party amounts of $30,140 and $41,683 as of March 31, 2021 and 2020, respectively) | 71,255 | 84,090 |
Operating lease liabilities | 6,140 | 7,613 |
Total current liabilities | 121,619 | 139,448 |
Deferred revenue, noncurrent (related party amounts of $0 and $3,374 as of March 31, 2021 and 2020, respectively) | 3,374 | |
Operating lease liabilities, noncurrent | 87,582 | 82,709 |
Other liabilities (related party amounts of $0 and $43,821 as of March 31, 2021 and 2020, respectively) | 1,165 | 44,899 |
Total liabilities | 210,366 | 270,430 |
Commitments and contingencies (Note 7) | ||
Redeemable convertible preferred stock | ||
Redeemable convertible preferred stock, $0.00001 par value per share, 91,342,476 and 86,443,341 shares authorized as of March 31, 2021 and 2020, respectively; 91,198,378 and 86,443,341 shares issued and outstanding as of March 31, 2021 and 2020, respectively; aggregate liquidation preference of $874,107 and $791,607 as of March 31, 2021 and 2020, respectively | 837,351 | 755,083 |
Stockholders' deficit | ||
Common stock, Values | 0 | 0 |
Additional paid-in capital | 381,619 | 172,736 |
Accumulated deficit | (977,238) | (793,619) |
Total stockholders' deficit | (595,619) | (620,883) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ 452,098 | $ 404,630 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Accounts payable related parties current | $ 4,422 | $ 4,231 |
Accrued expenses and other current liabilities related party | 7,065 | 3,548 |
Deferred revenue related parties current | 30,140 | 41,683 |
Deferred revenue related parties noncurrent | 0 | 3,374 |
Other liabilities related party noncurrent | $ 0 | $ 43,821 |
Temporary equity shares authorized | 91,342,476 | 86,443,341 |
Temporary equity shares issued | 91,198,378 | 86,443,341 |
Temporary equity shares outstanding | 91,198,378 | 86,443,341 |
Temporary equity shares liquidation preference value | $ 874,107 | $ 791,607 |
Common stock par or stated value per share | $ 0.00001 | $ 0.00001 |
Redeemable Convertible Preferred Stock [Member] | ||
Temporary equity par or stated value per share | $ 0.00001 | $ 0.00001 |
Temporary equity shares authorized | 91,342,476 | 86,443,341 |
Temporary equity shares issued | 91,198,378 | 86,443,341 |
Temporary equity shares outstanding | 91,198,378 | 86,443,341 |
Temporary equity shares liquidation preference value | $ 874,107 | $ 791,607 |
Common Class A [Member] | ||
Common stock shares authorized | 170,433,050 | 165,533,915 |
Common stock shares issued | 9,030,428 | 8,158,861 |
Common stock shares outstanding | 9,030,428 | 8,158,861 |
Common Class B [Member] | ||
Common stock shares authorized | 166,083,307 | 161,184,172 |
Common stock shares issued | 45,261,712 | 36,159,437 |
Common stock shares outstanding | 45,261,712 | 36,159,437 |
Common Class C [Member] | ||
Common stock shares authorized | 31,510,712 | 31,510,712 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations And Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Revenue (related party amounts of $39,917, $26,749 and $9,514 for the years ended March 31, 2021, 2020 and 2019, respectively) | $ 243,920 | $ 305,463 | $ 440,900 | |
Cost of revenue (related party amounts of $(1,400), $994 and $(169) for the years ended March 31, 2021, 2020 and 2019, respectively) | 126,914 | 168,031 | 248,010 | |
Gross Profit | 117,006 | 137,432 | 192,890 | |
Operating expenses: | ||||
Research and development (related party amounts of $18,684, $19,058 and $6,315 for the years ended March 31, 2021, 2020 and 2019, respectively) | 159,856 | 181,276 | 140,532 | |
Sales and marketing | 43,197 | 110,519 | 190,848 | |
General and administrative | 99,149 | 59,392 | 50,293 | |
Restructuring and other charges | [1] | 44,692 | ||
Total operating expenses | 302,202 | 395,879 | 381,673 | |
Loss from operations | (185,196) | (258,447) | (188,783) | |
Interest and other income, net | 1,577 | 7,584 | 5,250 | |
Net and comprehensive loss | $ (183,619) | $ (250,863) | $ (183,533) | |
Net loss per share of Class A and B common stock attributable to common stockholders, basic and diluted | $ (4.23) | $ (6.52) | $ (5.32) | |
Weighted-average shares used in computing net loss per share of Class A and B common stock attributable to common stockholders, basic and diluted | 43,449,826 | 38,453,767 | 34,482,458 | |
[1] | For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. |
Consolidated Statements of Op_2
Consolidated Statements of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Related party revenues | $ 39,917 | $ 26,749 | $ 9,514 |
Related party cost of revenues | 1,400 | 994 | 169 |
Related party transaction, research and development expenses from transactions with related party | $ 18,684 | $ 19,058 | $ 6,315 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Redeemable Convertible Preferred Stock [Member] |
Temporary equity beginning balance (in Shares) at Mar. 31, 2018 | 69,152,275 | ||||
Temporary equity beginning balance at Mar. 31, 2018 | $ 482,797 | ||||
Beginning balance (in Shares) at Mar. 31, 2018 | 33,011,344 | ||||
Beginning balance at Mar. 31, 2018 | $ (306,785) | $ 52,438 | $ (359,223) | ||
Issuance of Series F-1 redeemable convertible preferred stock (in Shares) | 17,291,066 | ||||
Issuance of Series F-1 redeemable convertible preferred stock | $ 272,286 | ||||
Issuance of common stock upon exercise of stock options (in Shares) | 3,135,088 | ||||
Issuance of common stock upon exercise of stock options | 5,821 | 5,821 | |||
Issuance of common stock related to early exercise of stock options (in Shares) | 5,777,084 | ||||
Vesting of early exercised stock options | 5,654 | 5,654 | |||
Stock-based compensation expense | 37,561 | 37,561 | |||
Net loss | (183,533) | (183,533) | |||
Temporary equity ending balance (in Shares) at Mar. 31, 2019 | 86,443,341 | ||||
Temporary equity ending balance at Mar. 31, 2019 | $ 755,083 | ||||
Ending balance (in Shares) at Mar. 31, 2019 | 41,923,516 | ||||
Ending balance at Mar. 31, 2019 | (441,282) | 101,474 | (542,756) | ||
Issuance of common stock upon exercise of stock options (in Shares) | 2,394,782 | ||||
Issuance of common stock upon exercise of stock options | 8,732 | 8,732 | |||
Vesting of early exercised stock options | 16,962 | 16,962 | |||
Stock-based compensation expense | 45,568 | 45,568 | |||
Net loss | $ (250,863) | (250,863) | |||
Temporary equity ending balance (in Shares) at Mar. 31, 2020 | 86,443,341 | 86,443,341 | |||
Temporary equity ending balance at Mar. 31, 2020 | $ 755,083 | ||||
Ending balance (in Shares) at Mar. 31, 2020 | 44,318,298 | ||||
Ending balance at Mar. 31, 2020 | $ (620,883) | 172,736 | (793,619) | ||
Issuance of Series F-1 redeemable convertible preferred stock (in Shares) | 4,755,037 | ||||
Issuance of Series F-1 redeemable convertible preferred stock | $ 82,268 | ||||
Issuance of common stock upon exercise of stock options (in Shares) | 5,130,613 | ||||
Issuance of common stock upon exercise of stock options | 29,092 | 29,092 | |||
Issuance of common stock related to early exercise of stock options (in Shares) | 4,843,229 | ||||
Vesting of early exercised stock options | 91,046 | 91,046 | |||
Stock-based compensation expense | 88,745 | 88,745 | |||
Net loss | $ (183,619) | (183,619) | |||
Temporary equity ending balance (in Shares) at Mar. 31, 2021 | 91,198,378 | 91,198,378 | |||
Temporary equity ending balance at Mar. 31, 2021 | $ 837,351 | ||||
Ending balance (in Shares) at Mar. 31, 2021 | 54,292,140 | ||||
Ending balance at Mar. 31, 2021 | $ (595,619) | $ 381,619 | $ (977,238) |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Deficit (Parenthetical) - Series F-1 Redeemable Convertible Preferred Stock [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2019 | |
Issue price per share | $ 17.35 | $ 17.35 |
Stock issuance costs | $ 232 | $ 394 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (183,619) | $ (250,863) | $ (183,533) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 18,078 | 22,249 | 9,901 |
Amortization and impairment of internal-use software | 2,168 | 1,040 | |
Stock-based compensation expense | 88,425 | 44,838 | 37,491 |
Gain on sale of property and equipment | 57 | 6 | |
Gain on lease termination | (876) | ||
Impairment of long-lived assets | 0 | 33,213 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable (related party amounts of $0, $2,000 and $(2,000) for the years ended March 31, 2021, 2020 and 2019, respectively) | 3,912 | 4,207 | (3,889) |
Inventories | 7,884 | (440) | 12,524 |
Deferred cost of revenue | 1,163 | 7,184 | 5,720 |
Prepaid expenses and other current assets | 2,126 | 3,379 | (2,397) |
Operating lease right-of-use assets | 10,288 | 14,557 | 6,317 |
Other assets | 573 | 480 | 330 |
Accounts payable (related party amounts of $191, $4,231 and $0 for the years ended March 31, 2021, 2020 and 2019, respectively) | 137 | (29,809) | 5,329 |
Accrued expenses and other current liabilities (related party amounts of $3,517, $(2,599) and $6,147 for the years ended March 31, 2021, 2020 and 2019, respectively) | 82 | 4,916 | 2,999 |
Deferred revenue (related party amounts of $(14,917), $251 and $44,805 for the years ended March 31, 2021, 2020 and 2019, respectively) | (16,210) | (35,333) | 15,461 |
Operating lease liabilities | (8,528) | (5,431) | (4,370) |
Other liabilities | 88 | 41 | |
Net cash used in operating activities | (74,252) | (185,766) | (98,117) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (4,054) | (68,371) | (27,400) |
Proceeds from sale of property and equipment | 838 | 765 | |
Capitalized internal-use software costs | (3,320) | (5,217) | (440) |
Net cash used in investing activities | (6,536) | (72,823) | (27,840) |
Cash flows from financing activities: | |||
Proceeds from issuance of redeemable convertible preferred stock (related party amounts of $0, $0 and $272,680 for the year ended March 31, 2021, 2020 and 2019, respectively) | 82,500 | 272,680 | |
Payments for issuance costs of redeemable convertible preferred stock | (232) | (394) | |
Proceeds from exercise of stock options (related party amounts of $67,359, $0 and $67,850 for the years ended March 31, 2021, 2020 and 2019, respectively) | 76,151 | 8,830 | 72,162 |
Payments of deferred offering costs | (3,084) | ||
Net cash provided by financing activities | 155,335 | 8,830 | 344,448 |
Net increase (decrease) in cash and restricted cash | 74,547 | (249,759) | 218,491 |
Cash and restricted cash—beginning of period | 216,315 | 466,074 | 247,583 |
Cash and restricted cash—end of period | 290,862 | 216,315 | 466,074 |
Supplemental disclosures of non-cash investing and financing activities: | |||
Purchases of property and equipment during the period included in accounts payable and accrued expenses | 535 | 3,221 | 8,644 |
Stock-based compensation capitalized for internal-use software costs | 637 | 792 | 70 |
Vesting of related party early exercised stock options | 91,046 | 16,962 | 5,654 |
Deferred offering costs during the period included in accounts payable and accrued expenses | 887 | ||
Reconciliation of cash and restricted cash within the consolidated balance sheets to the amounts shown in the consolidated statements of cash flows above: | |||
Cash | 282,489 | 207,942 | 452,747 |
Restricted cash, current | 1,399 | 1,399 | 6,353 |
Restricted cash, noncurrent | 6,974 | 6,974 | 6,974 |
Total cash and restricted cash | $ 290,862 | $ 216,315 | $ 466,074 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Cash Flows [Abstract] | |||
Increase (decrease) in accounts receivable, related parties | $ 0 | $ 2,000 | $ (2,000) |
Increase (decrease) in accounts payable, related parties | 191 | 4,231 | 0 |
Increase (decrease) in accrued expenses and other current liabilities related parties | 3,517 | (2,599) | 6,147 |
Increase (decrease) in deferred revenues related parties | (14,917) | 251 | 44,805 |
Proceeds from issuance of redeemable convertible preferred stock ,related party | 0 | 0 | 272,680 |
Proceeds from exercise of stock options ,related parties | $ 67,359 | $ 0 | $ 67,850 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Description of Business 23andMe Holding Co. and its subsidiary (the “Company”) is dedicated to helping people access, understand, and benefit from the human genome. The Company pioneered direct-to-consumer genetic testing through its Personal Genome Service products and services (PGS). Consumers receive reports that provide them with information on their genetic health risks, their ancestry, and their traits, based on genetic testing of a saliva sample they send to the Company in an easy-to-use “spit kit” the Company provides. Consumers have the option to participate in the Company’s research programs. The Company analyzes consenting consumers’ genotypic and phenotypic data to discover new insights into genetics. The Company uses these insights to generate new PGS reports, and, through its therapeutics business and collaborations with pharmaceutical companies and universities, to discover and advance new therapies for unmet medical needs. The Company was incorporated in Delaware in 2006 and is headquartered in Sunnyvale, California. On June 16, 2021, the Company consummated the transactions 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”), among VG Acquisition Corp (“VGAC”), Chrome Merger Sub and 23andMe, Inc. Pursuant to the Merger Agreement, VGAC changed its jurisdiction of incorporation to Delaware and changed its name to 23andMe Holding Co. (“New 23andMe”), with 23andMe, Inc. surviving the merger as a wholly-owned subsidiary of 23andMe Holding Co. (the “Merger”). Refer to “ Merger Agreement” Subsequent Events |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation 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 subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2021, 2020 and 2019, refer to the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 is never returned for processing; reserves for customer refunds and sales incentives; the fair value of financial assets and liabilities; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; the timing and costs associated with asset retirement obligations; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of the Company’s common stock and stock options; 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. The novel coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March of 2020 and will continue to do so for an unknown period. In the last quarter of fiscal year 2020, the Company recorded impairment losses of $12.6 million to operating ROU assets associated with the Company’s operating lease in Sunnyvale, California, as a result of foreseeable future sublease rental income reduced and delayed by the pandemic. See Note 5, “ Restructuring Foreign Currency The Company has no foreign subsidiaries. The functional currency of the Company is the U.S. dollar. Accordingly, foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred. Foreign currency transaction gains and losses have been immaterial during the periods presented. Comprehensive Loss Comprehensive loss consists of other comprehensive income (loss) and net loss. The Company did not have any other comprehensive income (loss) transactions during the periods presented. Accordingly, comprehensive loss is equal to net loss for the periods presented. Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and saliva collection kits (“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, 2021, 2020 and 2019. One laboratory service provider accounted for 100% of the Company’s processing of customer samples for the fiscal years ended March 31, 2021, 2020 and 2019. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash and accounts receivable. The Company maintains its cash with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Note 2, “ Summary of Significant Accounting Policies Significant customer information is as follows: March 31, March 31, Percentage of accounts receivable: Customer A 0 % 89 % Customer C 35 % 2 % Customer D 40 % 0 % Year Ended March 31, 2021 2020 2019 Percentage of revenue: Customer C 21 % 25 % 24 % Customer B 16 % 8 % 2 % Cash and Restricted Cash Cash consists of cash in the bank and bank deposits. Cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company maintains certain cash amounts restricted as to its withdrawal or use. The Company held total restricted cash of $8.4 million and $8.4 million as of March 31, 2021 and 2020, 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. Recurring Fair Value Measurements Cash is stated at fair value on a recurring basis. 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. There were no other financial instruments in the Level 1, Level 2 or Level 3 categories as of March 31, 2021 and 2020. Nonrecurring Fair Value Measurements Certain items were recorded at fair value on a nonrecurring basis in the Company’s financial statements for fiscal years ended March 31, 2021, 2020 and 2019. Long-lived assets within an asset group, which included right of use assets, leasehold improvements and property and equipment, were measured at fair value on a nonrecurring basis at March 31, 2020 due to an impairment recognized on those assets at that date (see Note 5, “ Restructuring Series F-1 preferred stock issued in connection with a collaboration agreement in July 2018 was measured at fair value on a nonrecurring basis at the date of issuance (see Note 3, “ Collaborations Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of estimated reserves for customer refunds and sales incentives, and are 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 reserve for 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, 2021 and 2020. 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. Impairment Losses of Deferred Cost of Revenue The Company recognizes an impairment loss when the costs incurred to date recorded as deferred cost of revenue plus the estimated direct costs to fulfill the performance obligations under the contract exceed the amount of consideration the Company received and expects to receive in the future. For the fiscal year ended March 31, 2021, no impairment loss was recorded. For the fiscal years ended March 31, 2020 and 2019, the Company recorded an impairment loss of $1.3 million and $6.5 million, respectively, of which $0.4 million and $2.2 million, respectively, was recorded as a reduction of deferred cost of revenue, and $0.9 million and $4.3 million, respectively, was recorded in accrued expenses and other current liabilities in the consolidated balance sheets for unrecoverable direct costs expected to be incurred in future periods. 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 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 Assets Held for Sale The Company classifies its long-lived assets to be sold as held for sale when the following criteria are met (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or its fair value, less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Depreciation is not charged against assets classified as held for sale. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to its carrying value. Internal-Use Software Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, and certain costs related to the direct development of the Company’s customer platform are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized and amortized using the straight-line method over the estimated useful life of two to four years. The Company capitalized $4.0 million, $6.0 million and $0.5 million in internal-use software during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Internal-use software is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an internal-use software asset may not be recoverable. The Company recognized $0.5 million of impairment related to internal-use software during the fiscal year ended March 31, 2021 as a result of changes in business needs. The Company recognized $0.7 million of impairment related to internal-use software during the fiscal year ended March 31, 2020 as a result of restructuring activities. There was no impairment related to internal-use software during the fiscal year ended March 31, 2019. Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets such as property and equipment, 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. During the fiscal year ended March 31, 2020, impairments to long-lived assets were $33.2 million and recorded within restructuring and other charges in the consolidated statements of operations. There was no impairment to long-lived assets during the fiscal years ended March 31, 2021 and 2019. Leases The Company’s lease portfolio includes leased offices, dedicated lab facility and storage space, and dedicated data center facility space, all of which are accounted for as operating leases. All lease arrangements are recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at commencement based on the present value of fixed payments not yet paid over the lease term. Operating lease ROU assets represent the Company’s right to use an underlying asset during the reasonably certain lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. When considering the future lease payments to be included in the measurement of the operating lease liabilities, the Company includes payments to be made in optional renewal periods only if it is reasonably certain to exercise the option, and will include periods covered by a termination option only if it is reasonably certain that it will not exercise such option. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases at adoption. The Company uses the incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. Real estate leases of office facilities are the most significant leases held by the Company. For these leases, the Company has elected the practical expedient permitted under ASC 842 to account for the lease and non-lease components as a single lease component. As the Company enters into real estate leases, property tax, insurance, common area maintenance and utilities are generally variable lease payments that do not depend on an index or rate, and therefore, they are excluded from the lease liabilities and expensed as incurred in accordance with ASC 842. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within its control. None of the Company’s lease agreements contain significant residual value guarantees, restrictions, or covenants. The Company currently does not have any finance leases. Asset Retirement Obligations The Company’s asset retirement obligations (“ARO”) relate to contractual obligations to return the Sunnyvale, California headquarters facility to its original condition at the end of the lease term. These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability. The asset retirement obligations are depreciated on a straight-line basis over the useful lives of the related assets. Subsequent to initial recognition, the Company records period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The Company derecognizes ARO liabilities when the related obligations are settled. Revenue Recognition The Company generates revenue from consumer services, including PGS, research services and therapeutics. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services. To achieve the core principle of this standard, the Company applies the following five steps: 1. Identification of the contract, or contracts, with a customer 2. Identification of the performance obligations in the contract 3. Determination of the transaction price 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, a performance obligation is satisfied. Each of the Company’s significant performance obligations and the Company’s application of ASC 606 to its revenue arrangements are discussed in further detail below. Contracts with customers for both consumer and research services contain multiple performance obligations that qualify as distinct performance obligations. The Company allocates revenue to each performance obligation based on the standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation. If SSP is not directly observable, then SSP is estimated using judgment while considering all reasonably available information. To determine the SSP, the Company considers multiple factors including, but not limited to, third-party evidence for similar services, historical pricing, customer usage statistics, internal costs, gross margin objectives, independent valuations, and marketing and pricing strategies. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, the Company’s contracts do not contain a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its services, and not to receive financing from or provide financing to its customers. Revenue is recorded net of sales tax. Consumer Services The Company enters into a contract for consumer services once the customer accepts the terms of service or initiates the service by providing payment to the Company. The transaction price is the amount which the Company expects to be entitled to in exchange for providing services and is calculated as the selling price net of variable consideration which may include estimates for future returns and sales incentives. Consumer services is composed of five distinct performance obligations: 1. Initial ancestry reports 2. Initial health reports 3. Ancestry updates 4. Health updates 5. Subscription service reports Initial reports are distinct from updates as customers can benefit from the information provided from the initial ancestry and health reports without the updates. Accordingly, subsequent updates are additive and, therefore are separately identifiable. Transfer of control for both initial ancestry and initial health reports occur at the time the reports are uploaded to the customer’s account and notification has been provided to the customer. Transfer of control for ancestry and health report updates occurs over time by providing updates to a customer’s reports and features after the initial upload of the ancestry and health reports. This expected service period to provide updates is based on the estimated active life of a customer, which is estimated to be three months for ancestry report updates and twelve months for health report updates. The Company began offering a subscription service in fiscal 2021 where the customer can access additional health-related reports by paying an additional upfront payment for a specified term (currently one year). Transfer of control for these subscription-based reports occurs over time by providing content updates over the subscription term. The majority of consumer services revenue is recognized upon the initial transfer of ancestry and health reports to the consumer. Upon sale of consumer services, deferred revenue is recorded for the net amount paid by the customer and is recognized after the customer returns the Kit, the lab processes the sample, and the initial reports are uploaded to the customer’s account, and the customer is notified. The Company sells through multiple channels, including direct to consumer via the Company’s website, and both online and traditional retailers. If the customer does not return the Kit, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under ASC 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $24.1 million, $38.0 million and $57.0 million for the fiscal years ended March 31, 2021, 2020 and 2019, 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 when incurred. These costs were $3.3 million, $3.9 million and $9.9 million for the fiscal years ended March 31, 2021, 2020 and 2019, respectively. The Company allows its customers to return products for credit subject to certain limitations. A provision for such returns is established based on historical trends and available data. During the periods presented, the Company had minimal product returns and estimated the reserve for the future returns to be immaterial. Credit card processing fees related to consumer revenue are recorded as incurred in general and administrative expenses in the consolidated statements of operations. Research Services The Company enters into contracts with customers to provide research services with payments based on fixed-fee arrangements. Where fees are variable, the Company estimates the most likely amount it expects to receive in determining the transaction price, such that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. When the Company enters into multiple contracts with a single counterparty, the Company evaluates the facts and circumstances to determine whether the contracts should be combined and accounted for as one arrangement or as separate arrangements. The nature of the distinct performance obligations within research services include: 1. Genotyping 2. Survey 3. Data analysis 4. Recruitment 5. Web development 6. Project management 7. Dedicated research time Each of the above services are capable of being distinct as customers can benefit from each service on their own and are separately identifiable as each service can be independently fulfilled without a high reliance on another service. Transfer of control for research services occurs over time as the services are performed. The Company generally recognizes revenue over time using an input method utilizing direct labor hours incurred as a percentage of total estimated hours to measure performance. Therapeutics Therapeutics revenue consists of the out-licensing of intellectual property associated with identified drug targets. Disaggregation of Revenue The following table presents revenue by category: Year Ended March 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) Consumer services $ 197,525 81 % $ 271,639 89 % $ 425,534 96 % Research services 46,341 19 28,268 9 12,385 3 Therapeutics 54 0 5,556 2 2,981 1 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % Substantially all consumer services revenue is recognized at the point in time of the initial transfer of reports to the consumer, and substantially all research services revenue is recognized over time as services are performed. Substantially all therapeutics revenue is recognized at the point in time intellectual property is transferred. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Year Ended March 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) United States $ 176,120 72 % $ 241,769 79 % $ 390,757 89 % United Kingdom 49,386 20 41,770 14 22,194 5 Canada 12,172 5 14,481 5 18,588 4 Other regions 6,242 3 7,443 2 9,361 2 International 67,800 28 63,694 21 50,143 11 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations not yet billed and are included in prepaid expenses and other current assets in the consolidated balance sheets. The amount of contract assets was immaterial as of March 31, 2021 and 2020. 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. As of March 31, 2021 and 2020, deferred revenue for consumer services was $39.3 million and $38.8 million, respectively. Of the $38.8 million, $74.1 million and $103.9 million of deferred revenue for consumer services as of March 31, 2020, 2019 and 2018, respectively, the Company recognized $34.4 million, $59.9 million and $99.9 million as revenue during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. As of March 31, 2021 and 2020, deferred revenue for research services was $31.9 million and $48.6 million, respectively, including related party deferred revenue amounts of $30.1 million and $45.1 million, respectively. There was no related party deferred revenue prior to fiscal year 2019. Of the $48.6 million, $48.7 million and $3.4 million of deferred revenue for research services as of March 31, 2020, 2019 and 2018, respectively, the Company recognized $42.8 million, $28.7 million and $1.9 million as revenue during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Out of the above-mentioned $42.8 million and $28.7 million revenue recognized during the fiscal year ended March 31, 2021 and 2020, respectively, related party revenue amount was $39.9 million and $26.7 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 as those contracts have an expected length of one year or less. As of March 31, 2021 and 2020, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $61.9 million and $108.3 million, respectively. These amounts are expected to be recognized over a remaining subsequent period of approximately 1 to 3 years from the reporting date. Cost of Revenue Cost of revenue for PGS primarily consists of cost of raw materials, lab processing fees, person |
Collaborations
Collaborations | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 3. Collaborations From time to time the Company enters into collaboration arrangements in which both parties are active participants in the arrangement and are exposed to the significant risks and rewards of the collaboration, in which case the collaboration is within the scope of ASC 808, Collaborative Arrangements For other payments received from the other party for other collaboration activities related to various development, launch and sales milestones of licensed products, or royalties related to net sales of licensed products, the Company analogizes to ASC 606. Such payments will be recognized when the related activities occur as they are determined to relate predominantly to the license of intellectual property transferred to the other party and therefore have also been excluded from the transaction price allocated to the performance obligations determined under ASC 606. To date, no consideration in this regard has been received under the agreements discussed below. GlaxoSmithKline Agreement In July 2018, the Company and an affiliate of GlaxoSmithKline plc (“GSK”) entered into a collaboration agreement (the “GSK Agreement”) for research identification, development and commercialization of targets for therapeutic agents. The Company granted exclusivity, subject to certain exceptions, to GSK with respect to these activities. The term of the GSK Agreement is four years, and GSK has an option to extend the term for an additional year. The Company concluded that GSK is considered a customer. Therefore, the Company has applied the guidance in ASC 606 to account for and present consideration received from GSK related to research services provided by the Company. The Company’s activities under the GSK Agreement, which include reporting, drug target discovery, and joint steering committee participation, represent one combined performance obligation to deliver research services. In addition, the GSK Agreement, along with subsequent amendments, provided GSK the right to include certain identified pre-existing 23andMe 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. Also in July 2018, GSK made an upfront equity investment in the Company to purchase 17,291,066 shares of the Company’s Series F-1 redeemable convertible preferred stock at $17.35 per share, resulting in $299.6 million of cash proceeds to the Company, net of $0.4 million in issuance costs. As the collaboration agreement and issuance of preferred stock were entered into concurrently, the Company has accounted for these as a single arrangement. Total cash proceeds to be received by the Company under the agreements of $400.0 million includes $300.0 million paid for the Series F-1 preferred stock at the date of issuance and four annual payments of $25.0 million each to be paid over the four-year term of the collaboration. The Company allocated $272.7 million to the Series F-1 redeemable convertible preferred stock which represented its fair value on the date of issuance (see Note 2, “ Summary of Significant Accounting Policies Nonrecurring Fair Value Measurements Consideration allocated to each performance obligation is recognized as follows: 1. Research services—over the four-year term as activities are performed utilizing an input-based method to measure progress, and 2. Pre-existing program options—on the date the option is exercised. In addition to cost-sharing during the performance of research services which is recorded within cost of revenue when incurred in the Consumer and Research Services segment, once drug targets have been identified for inclusion in the collaboration, the Company and GSK equally share in the costs of further research, development and commercialization of identified targets, subject to certain rights of either party to opt-out of funding at certain predetermined development milestones. These cost-sharing charges for costs incurred subsequent to the identification of drug targets have been included in research and development expense in the consolidated statements of operations during the period incurred. The Company may also share in the net profits or losses of products that are commercialized pursuant to the collaboration, or receive royalties on products which are successfully commercialized. During the fiscal years ended March 31, 2021, 2020 and 2019, the Company recognized $39.9 million, $26.7 million and $9.5 million, respectively, of research services and therapeutics revenue related to the GSK Agreement. As of March 31, 2021 and 2020, the Company had current deferred revenue related to GSK of $30.1 million and $41.7 million, respectively. As of March 31, 2021, there was no noncurrent deferred revenue related to GSK. As of March 31, 2020, noncurrent deferred revenue related to GSK was $3.4 million. There was no receivable related to GSK as of March 31, 2021 and 2020. During the fiscal years ended March 31, 2021, 2020 and 2019, cost-sharing amounts incurred subsequent to the identification of targets, included in research and development expenses, were amounts payable to GSK of $18.7 million, $19.1 million and $6.3 million, respectively. During the fiscal years ended March 31, 2021, 2020 and 2019, cost-sharing amounts incurred prior to the identification of targets, included in cost of revenue, were amounts payable to / (received from) GSK of $(1.4) million, $1.0 million and $(0.2) million, respectively. As of March 31, 2021 and 2020, the Company had $11.5 million and $7.8 million, respectively, related to balances of amounts payable to GSK for reimbursement of shared costs included within accounts payable and accrued expenses and other current liabilities in the consolidated balance sheets. Almirall Agreement In December 2019, the Company entered into a collaboration agreement with Almirall, S.A. (“Almirall”) under which the Company granted an exclusive license to Almirall to develop and commercialize pharmaceutical products containing certain proprietary monoclonal antibodies or nucleic acids containing such antibodies (the “Almirall Agreement”). The Company provided initial access to Company-owned intellectual property, including a patent and know-how, and performs on-going research activities related to such intellectual property over the agreement term. The Company determined that the transaction price under the collaboration arrangement was $2.7 million, consisting of a one-time payment of $2.5 million as of the agreement date and $0.2 million over the agreement term. Consideration allocated to each performance obligation is recognized as follows: 1. Licensed intellectual property—upon transfer of such intellectual property, and 2. Research related to licensed intellectual property—over the agreement term as research is performed utilizing an input-based method to measure progress. During the fiscal year ended March 31, 2021, therapeutics revenue recognized related to Almirall was immaterial. During the fiscal year ended March 31, 2020, the Company recognized $2.6 million of therapeutics revenue related to Almirall. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 4. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: March 31, March 31, (in thousands) Computer and software $ 13,252 $ 13,364 Laboratory equipment and software 48,636 49,367 Furniture and office equipment 8,803 8,868 Leasehold improvements 39,668 39,713 Capitalized asset retirement obligations 853 853 Property and equipment, gross 111,212 112,165 Less: accumulated depreciation and amortization (50,328 ) (34,283 ) Property and equipment, net $ 60,884 $ 77,882 Depreciation and amortization expense were $18.1 million, $22.2 million and $9.9 million for fiscal years ended March 31, 2021, 2020 and 2019, respectively. Assets Held for Sale The Company’s assets held for sale consisted of $2.9 million of lab equipment as of March 31, 2020, which was subsequently sold at the carrying value during the fiscal year ended March 31, 2021. Asset Retirement Obligations The Company has recorded AROs related to contractual obligations to return the Sunnyvale, California headquarters facility to its original condition at the end of the lease term. Obligations are reflected at the present value of their future cash flows. The asset retirement obligations are depreciated on a straight-line basis over the useful lives of the related assets. The liability amounts were based on future retirement cost estimates and incorporate many assumptions such as time to abandonment, technological changes, future inflation rates and the risk-adjusted discount rate. The following table summarizes changes in the Company’s AROs: March 31, March 31, (in thousands) Balance, beginning of year $ 1,078 $ — Accretion expense 87 41 Liabilities incurred — 1,037 Balance, end of year $ 1,165 $ 1,078 Internal-use Software, Net March 31, March 31, (in thousands) Capitalized internal-use software $ 9,200 $ 5,839 Less: accumulated amortization (2,311 ) (422 ) Internal-use software, net $ 6,889 $ 5,417 For the fiscal years ended March 31, 2021 and 2020, amortization expense related to internal-use software was $2.0 million and $0.4 million, respectively, including approximately $0.3 million and $0.1 million, respectively, of stock-based compensation expense. Impairment to internal-use software was $0.5 million and $0.7 million for the fiscal years ended March 31, 2021 and 2020. There was no amortization or impairment for the fiscal year ended March 31, 2019. Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: March 31, March 31, (in thousands) Accrued payables $ 19,869 $ 23,625 Accrued compensation and benefits 11,749 10,378 Accrued taxes and other 335 657 Total accrued expenses and other current liabilities $ 31,953 $ 34,660 Other Liabilities Other liabilities, noncurrent consisted of the following: March 31, March 31, (in thousands) Asset retirement obligations, noncurrent $ 1,165 $ 1,078 Liabilities for early exercise of common stock options by related party — 43,821 Total other liabilities, noncurrent $ 1,165 $ 44,899 |
Restructuring
Restructuring | 12 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 5. Restructuring In December 2019 and January 2020, the Company approved restructuring plans to achieve its strategic and financial objectives. Restructuring activities included a reduction in workforce, contract terminations related to certain retail and operating lease arrangements, resulting in impairment losses of operating lease ROU assets associated with disposition of the Phoenix, Arizona operating facility and square footage available for sublease at the Sunnyvale, California headquarters facility, as well as other exit or disposal costs. The Company recorded restructuring expenses of $44.7 million within restructuring and other charges in the consolidated statements of operations during the fiscal year ended March 31, 2020 primarily related to the Consumer & Research Services segment. During the fiscal year ended March 31, 2020, the Company recorded employee severance and termination benefits expense of approximately $5.5 million within restructuring and other charges in the consolidated statements of operations, of which $0.9 million was non-cash stock-based compensation expense. The Company recorded these involuntary employee-related exit and disposal costs when there was a substantive plan for employee severance and related costs were probable and estimable. The Company ceased use of its Phoenix, Arizona operating facility in January 2020 as part of the Company’s restructuring plan. Using the discounted cash flow method, the Company calculated the difference between the present value of the estimated future sublease rental income and the present value of remaining lease obligations, adjusted for the effects of any prepaid or deferred items. The key assumptions used in the Company’s discounted cash flow model included the amount and timing of sublease rental receipts and the discount rate. As a result, the Company recognized an impairment loss, which represented the remaining carrying value of the operating ROU asset as of March 31, 2020, of approximately $0.6 million, as well as an impairment loss of $13.0 million associated with property and equipment for this facility and an impairment loss of $0.7 million for capitalized internal use software. The Company also recorded a related liability of $3.0 million for the contractually obligated exit costs associated with this facility as of March 31, 2020. The Company utilized the terms and conditions of the assignment and assumption of lease agreement when evaluating the impairment of the operating lease ROU asset related to the operating lease for the fiscal year ended March 31, 2020. The Company recorded the expenses associated with the Phoenix, AZ facility disposition within restructuring and other charges in the consolidated statements of operations. In June 2020, the Company entered into an assignment and assumption of lease agreement with a third-party assignee related to the facility space in Phoenix, Arizona. As part of this agreement, the third-party assignee agreed to assume from the Company all of the rights and remaining obligations under the operating lease, which the Company had previously entered into with the landlord in March 2019 and subsequently amended in June 2019. In addition, as part of the restructuring plan, the Company made available a significant portion of its Sunnyvale, California headquarters facility for sublease. Using the discounted cash flow method, the Company calculated the difference between the present value of the estimated future sublease rental income and the present value of remaining lease obligations, adjusted for the effects of any prepaid or deferred items. As a result, the Company recognized an impairment loss of approximately $12.6 million to reduce the carrying value of the operating ROU asset to fair value, as well as an impairment loss of $7.0 million associated with property, equipment and capitalized asset retirement obligations for this facility within restructuring and other charges in the consolidated statements of operations in the fiscal year ended March 31, 2020. As part of the restructuring activity, the Company also consolidated the sales channel network by terminating certain retail contracts. As a result, the Company recorded $0.8 million return-related fees and $1.5 million inventory write-off within restructuring and other charges in the consolidated statements of operations in the fiscal year ended March 31, 2020. Of the $0.8 million of return-related fees incurred during the fiscal year ended March 31, 2020, $0.1 million was paid or adjusted, resulting in an accrued balance of $0.7 million as of March 31, 2020. During the fiscal year ended March 31, 2021, an additional $0.2 million was paid or adjusted, resulting in an accrued balance of $0.5 million as of March 31, 2021. The Company also recorded a refund of the original purchase price related to the return of inventory held by retailers of $5.7 million, which reduced deferred revenue on the consolidated balance sheets as of March 31, 2020. The following table shows the total amount incurred and accrued related to one-time employee termination benefits: One-Time Employee Termination Benefits (in thousands) Accrued restructuring costs as of March 31, 2019 $ — Restructuring charges incurred during the period 4,633 Amounts paid during the period (3,580 ) Accrued restructuring costs as of March 31, 2020 1,053 Amounts paid during the period (1,053 ) Accrued restructuring costs as of March 31, 2021 $ — The Company does not expect to incur any further expenses in connection with this restructuring plan. |
Leases
Leases | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 6. Leases The Company’s lease portfolio includes leased offices, dedicated lab facility and storage space, and dedicated data center facility space, with remaining contractual periods from 2.4 years to 10.3 years. For purposes of calculating lease liabilities, lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise those options. In January 2021, the Company entered into an operating lease amendment to extend the lease term of the South San Francisco, CA lab facility, which resulted in $12.1 million of non-cancellable future minimum lease payments and a revised lease term through January 2025. For the Company’s headquarters’ facility in Sunnyvale, CA, there is an option to extend the lease for a period of 7 years. The Company is not reasonably certain that it will exercise this option and therefore it is not included for in its rights of use assets and lease liabilities as of March 31, 2021. The components of lease cost for operating leases for the fiscal years ended March 31, 2021, 2020 and 2019 was as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Operating lease cost, net 1 $ 13,614 $ 10,999 $ 10,484 Variable lease cost 5,809 4,705 2,506 Total lease cost $ 19,423 $ 15,704 $ 12,990 1) For the year ended March 31, 2020, included in operating lease cost is a $4.9 million reduction to lease cost related to a lease termination. Variable lease cost includes property tax, insurance, common area maintenance, and utilities. The following is supplemental balance sheet information as of March 31, 2021 and 2020: March 31, March 31, (in thousands) Reported as: Assets: Operating lease right-of-use assets $ 63,122 $ 60,608 Liabilities: Operating lease liabilities 6,140 7,613 Operating lease liabilities, noncurrent 87,582 82,709 Total operating lease liabilities 1 $ 93,722 $ 90,322 1) The termination of the operating lease for the Company’s former headquarters facility located in Mountain View, CA occurred during the year ended March 31, 2020. Weighted average remaining lease term and discount rate for the Company’s operating leases was as follows: Year Ended March 31, 2021 2020 2019 Weighted-average remaining lease term (in years) 9.2 10.5 10.2 Weighted-average discount rate 7 % 8 % 7 % Supplemental cash flow information related to operating leases for the fiscal years ended March 31, 2021, 2020 and 2019 was as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ (14,067 ) $ (12,520 ) $ (8,547 ) Landlord contributions included in the measurement of operating lease ROU assets: Operating cash flows provided by operating leases $ 3,733 $ 9,940 $ — Supplemental disclosure of non-cash operating lease activities: Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 12,803 $ 4,769 $ 82,348 As of March 31, 2021, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities are as follows: March 31, 2021 (in thousands) Year Ending March 31, 2022 $ 12,567 2023 15,091 2024 15,106 2025 14,350 2026 10,996 Thereafter 64,421 Total future operating lease payments 132,531 Less: imputed interest 38,809 Total operating lease liabilities $ 93,722 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Non-cancelable Purchase Obligations In January 2019, the Company entered into an amendment to an existing contract with its third-party laboratory service provider for customer sample processing, which included minimum annual sample volumes. The Company was required to pay such processing fees for these minimum annual sample volumes, even if there was a shortfall in actual samples received. In May 2020, the Company entered into an amendment with this third-party provider which eliminated the requirement of minimum annual sample volumes beginning January 1, 2021. In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties for purchases. As of March 31, 2021, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: March 31, 2021 (in thousands) Year Ending March 31, 2022 $ 13,968 2023 15,096 2024 15,187 2025 13,275 2026 9,812 Total $ 67,338 The amounts purchased under the non-cancelable purchase obligations were $20.6 million, $32.4 million and $49.8 million for the fiscal years ended March 31, 2021, 2020 and 2019, 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 (Index No. 657329/2019) asserting claims against the Company for breach of contract and 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 and counterclaims against Celmatix for breach of contract. The Company believes that the claims are without merit and is vigorously defending against the claims and pursuing its counterclaims. The Company is unable to conclude at this time whether any potential loss is probable with respect to any of the claims, and, as the litigation remains in an early stage, cannot estimate any reasonably possible loss or range of loss that may potentially result if the plaintiff ultimately were to prevail with respect to any of the claims that have been asserted. Indemnification The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, collaborators, landlords, vendors and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless, the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the fair value of these agreements 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 while they are serving in good faith in their respective capacities. To date, there have been no claims under these indemnification provisions. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock In July 2018, the Company issued 17,291,066 shares of Series F-1 redeemable convertible preferred stock to GSK at a purchase price of $17.35 per share, for an aggregate purchase price of $299.6 million, net of $0.4 million in issuance costs. See Note 3, “ Collaborations In December 2020, the Company’s issued 4,755,037 additional shares of series F-1 redeemable convertible preferred stock at a purchase price of $17.35 per share, for an aggregate purchase price of $82.3 million, net of $0.2 million in issuance costs, to certain existing and new investors, on substantially the same terms, and at the same price per share, applicable to the initial Series F-1 issuance. Redeemable convertible preferred stock consisted of the following: March 31, 2021 Shares Shares Carrying Aggregate (in thousands, except share data) Series A 7,119,936 7,119,936 $ 8,815 $ 8,953 Series B 9,048,560 9,048,560 27,643 27,779 Series C 9,898,011 9,898,011 30,961 31,179 Series D 14,435,636 14,435,636 58,274 58,450 Series E 10,644,057 10,644,057 114,936 115,246 Series F 18,006,075 18,006,075 242,168 250,000 Series F-1 22,190,201 22,046,103 354,554 382,500 Total redeemable convertible preferred stock 91,342,476 91,198,378 $ 837,351 $ 874,107 March 31, 2020 Shares Shares Carrying Aggregate (in thousands, except share data) Series A 7,119,936 7,119,936 $ 8,815 $ 8,953 Series B 9,048,560 9,048,560 27,643 27,779 Series C 9,898,011 9,898,011 30,961 31,179 Series D 14,435,636 14,435,636 58,274 58,450 Series E 10,644,057 10,644,057 114,936 115,246 Series F 18,006,075 18,006,075 242,168 250,000 Series F-1 17,291,066 17,291,066 272,286 300,000 Total redeemable convertible preferred stock 86,443,341 86,443,341 $ 755,083 $ 791,607 The holders of the redeemable convertible preferred stock have the following rights, preferences and privileges: Dividend Rights Conversion Rights Liquidation Preference After distribution to the holders of the Series F-1 and Series F redeemable convertible preferred stock, the holders of the Series E redeemable convertible preferred stock shall be paid, out of the available funds and assets of the Company, an amount per share equal to the original issue price of the Series E redeemable convertible preferred stock in a similar manner as the Series F redeemable convertible preferred stock. After distribution to the holders of the Series E redeemable convertible preferred stock, the holders of the Series D redeemable convertible preferred stock shall be paid, out of the available funds and assets of the Company, an amount per share equal to the original issue price of the Series D redeemable convertible preferred stock in a similar manner as the Series E redeemable convertible preferred stock. After distribution to the holders of the Series D redeemable convertible preferred stock, the holders of the Series C redeemable convertible preferred stock shall be paid, out of the available funds and assets of the Company, an amount per share equal to the original issue price of the Series C redeemable convertible preferred stock in a similar manner as the Series D and Series E redeemable convertible preferred stock. After distribution to the holders of the Series C redeemable convertible preferred stock, the holders of the Series B redeemable convertible preferred stock shall be paid, out of the available funds and assets of the Company, an amount per share equal to the original issue price of the Series B redeemable convertible preferred stock in a similar manner as the Series C, Series D, and Series E redeemable convertible preferred stock. After distribution to the holders of the Series B redeemable convertible preferred stock, the holders of the Series A redeemable convertible preferred stock shall be paid, out of the available funds and assets of the Company, an amount per share equal to the original issue price of the Series A redeemable convertible preferred stock in a similar manner as the Series B, Series C, Series D, and Series E redeemable convertible preferred stock. After distribution to the holders of redeemable convertible preferred stock, all remaining available funds and assets of the Company shall be distributed pro rata among the holders of the then-outstanding Class A common stock, Class B common stock, and Class C common stock. Voting Rights The holders of the then outstanding Series A, Series B, Series C, Series D, Series E, Series F, and Series F-1 redeemable convertible preferred stock, voting as a single class and on an as-converted to Class B common stock basis, shall be entitled to elect two directors of the Board of Directors. The holders of the then outstanding Class A and Class B common stock, voting as a single class, shall be entitled to elect two members of the Board of Directors. The holders of the then outstanding Class A and B common stock and the holders of the then outstanding Series A, Series B, Series C, Series D, Series E, Series F, and Series F-1 redeemable convertible preferred stock, voting together as a single class, and in the case of the redeemable convertible preferred stock on an as-converted to Class B common stock basis, shall be entitled to elect the remaining number of members of the Board of Directors. Pursuant to a voting agreement among certain holders of the outstanding Series A, Series B, Series C, Series D, Series E, Series F, and Series F-1 redeemable convertible preferred stock and certain holders of the Company’s Class B Common Stock, the size of the Board of Directors was set at five members, two of whom were designated pursuant to such voting agreement by the holders of the outstanding Preferred Stock, two of whom were designated by the holders of the outstanding Common Stock, and one of whom was designated by the holders of all such shares voting as a single class. The voting agreement was revised in December 2020 to increase the size of the Board of Directors to seven. Redemption Any redemption of the Company’s redeemable convertible preferred stock is contingent upon a deemed liquidation event which involves a change in control and which results in proceeds insufficient to satisfy all applicable liquidation preferences and to provide any remaining proceeds available for distribution to holders of the Company’s common stock. The deemed liquidation event is not probable as of the balance sheet dates presented, and as such the Company has not adjusted the carrying value of the redeemable convertible preferred stock to its redemption value as of the balance sheet dates presented. The Company will adjust the carrying value of the redeemable convertible preferred stock to its redemption value if redemption becomes probable in the future. All outstanding shares of 23andMe, Inc. redeemable convertible preferred stock were converted into Class B Common Stock of 23andMe, Inc. and exchanged, pursuant to the merger exchange ratio, for shares of Class B Common Stock of New 23andMe upon the closing of the Merger, and all agreements among the holders of the 23andMe, Inc. redeemable convertible preferred stock, the holders of common stock and 23andMe, Inc. were terminated upon such closing (see Note 15, “ Subsequent Events |
Common Stock
Common Stock | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 9. Common Stock The Company authorized three classes of common stock: Class A common stock, Class B common stock and Class C common stock (collectively, the “common stock”). Each holder of shares of Class A Common Stock is entitled to one vote for each share thereof held. Each holder of shares of Class B Common Stock is entitled to ten votes for each share thereof held. Class C Common Stock is non-voting. Holders of common stock are entitled to receive any dividends if and when such dividends are declared by the Board of Directors. Common stock is subordinate to the redeemable convertible preferred stock with respect to dividend rights and rights upon certain deemed liquidation events. Common stock is not redeemable at the option of the holder or by the Company. In the event of any sale, assignment, gift or other transfer or disposition, each share of Class B Common Stock shall automatically be converted into one share of Class A Common Stock, subject to certain specified exceptions set forth in the certificate of incorporation. The table below shows the changes in each class of common stock shares issued and outstanding as of the dates indicated: Year Ended March 31, 2021 2020 2019 Class A shares Beginning balance 8,158,861 6,735,372 4,191,743 Shares issued from option exercise 4,740 — — Converted from Class B shares 1 866,827 1,423,489 2,543,629 Ending balance 9,030,428 8,158,861 6,735,372 Class B shares Beginning balance 36,159,437 35,188,144 28,819,601 Shares issued from option exercise 9,969,102 2,394,782 8,912,172 Converted to Class A shares 1 (866,827 ) (1,423,489 ) (2,543,629 ) Ending balance 45,261,712 36,159,437 35,188,144 1) The conversion of Class B Common Stock to Class A Common Stock during all periods presented was due to the sale of Class B Common Stock in secondary sale transactions. In such transactions, each share of Class B Common Stock was automatically converted into one share of Class A Common Stock. The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis as of the dates indicated: March 31, 2021 2020 2019 Conversion of redeemable convertible preferred stock 91,198,378 86,443,341 86,443,341 Outstanding stock options 29,375,026 29,817,566 28,067,150 Remaining shares available for future issuance under Equity Incentive Plan 1,023,408 3,954,710 8,099,908 Total shares of common stock reserved 121,596,812 120,215,617 122,610,399 |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan | 10. Equity Incentive Plan In 2006, the Company established its 2006 Equity Incentive Plan, as amended (“the Plan”), which provides for the grant of stock options and restricted stock to employees, directors, officers and consultants of the Company. The Plan allows for time-based or performance-based vesting for the awards. The Plan has been amended and restated at various times since its adoption. As of March 31, 2021, there have been no performance-based awards granted under the Plan. Options under the 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 (“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 Plan, stock option awards entitle the holder to receive one share of common stock for every option exercised. In the event of a change in control and a resulting qualifying termination within twelve months following the closing, certain executive participants have acceleration clauses in which 50%-100% of the participant’s then unvested shares will be deemed to have vested, if the participant executes a complete release of all claims he or she may have against the company and meets certain other requirements. A change in control is defined as a (i) consolidation, reorganization or merger of the Company with or into any other entity or entities in which the holders of the Company’s outstanding shares immediately before such consolidation, reorganization or merger do not, immediately after such consolidation, reorganization or merger, retain stock or other ownership interests representing a majority of the voting power of the surviving entity or entities as a result of their shareholdings in the Company immediately before such consolidation, reorganization or merger; or (ii) a sale of all or substantially all of the Company’s assets. A “qualifying termination” is defined as an involuntary termination of service for reasons other than “cause”, death, permanent disability or “good reason”. Both “cause” and “good reason” are defined in the Plan or applicable grant agreement. As of March 31, 2021 and 2020, the Company’s Board of Directors had authorized 66,948,537 and 60,348,537 shares of common stock to be reserved for grant of awards under the Plan, respectively. Stock Option Activity Stock option activity and activity regarding shares available for grant under the Plan is as follows: Options Outstanding Shares Outstanding Weighted- Weighted- Aggregate (in thousands, except share, years, and per share data) Balance as of April 1, 2018 8,876,172 24,203,058 $ 5.05 8.0 $ 134,591 Shares authorized 12,000,000 — Granted (14,265,875 ) 14,265,875 11.11 Exercised — (8,912,172 ) 8.11 29,900 Cancelled/Forfeited/Expired 1,489,611 (1,489,611 ) 8.80 Balance as of March 31, 2019 8,099,908 28,067,150 $ 6.97 7.8 $ 128,583 Granted (7,061,920 ) 7,061,920 11.55 Exercised — (2,394,782 ) 3.65 18,967 Cancelled/Forfeited/Expired 2,916,722 (2,916,722 ) 10.30 Balance as of March 31, 2020 3,954,710 29,817,566 $ 7.99 7.5 $ 106,688 Shares authorized 6,600,000 — Granted (11,957,813 ) 11,957,813 11.57 Exercised — (9,973,842 ) 7.65 47,571 Cancelled/Forfeited/Expired 2,426,511 (2,426,511 ) 10.29 Balance as of March 31, 2021 1,023,408 29,375,026 $ 9.37 7.1 $ 403,498 Vested and exercisable as of March 31, 2021 16,164,320 $ 7.77 5.8 $ 248,018 The weighted-average grant date fair value of options granted during the fiscal years ended March 31, 2021, 2020 and 2019 was $6.92, $6.25 and $6.06, respectively. As of March 31, 2021, unrecognized stock-based compensation cost related to unvested stock options was $83.8 million, which is expected to be recognized over a weighted-average period of 2.7 years. The Company estimated the fair value of options granted using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The Black-Scholes assumptions used to value stock options at the grant dates are as follows: Year Ended March 31, 2021 2020 2019 Min Max Min Max Min Max Expected term (years) 4.0 6.1 5.0 6.1 5.0 6.3 Expected volatility 61 % 68 % 53 % 62 % 52 % 54 % Risk-free interest rate 0.2 % 0.5 % 0.6 % 2.2 % 2.5 % 3.1 % Expected dividend yield 0 % 0 % 0 % 0 % 0 % 0 % These assumptions and estimates were determined as follows: • Fair Value of Common Stock—As the Company’s common stock was not publicly traded during the years ended March 31, 2021, 2020, and 2019, the fair value was determined by the Company’s Board of Directors, with input from management and contemporaneous valuation reports prepared by third-party valuation specialists. The valuations of the Company’s common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. Objective and subjective factors were used to determine the fair value of the common stock as of the date of each option grant including, but not limited to, (i) the Company’s capital resources and financial condition; (ii) the rights and preferences held by the holders of the Company’s preferred stock relative to those of the holders of the Company’ common stock; (iii) the likelihood of achieving a liquidity event, such as an initial public offering; (iv) operational and financial performance and condition; (v) valuations of comparable companies; (vi) the status of the Company’s development, product introduction, and sales efforts; (vii) the lack of marketability of the common stock; and (viii) industry information. The enterprise value was determined using both the income approach and market approach. The income approach estimated value based on the expectation of future cash flows. These future cash flows are discounted to their present values using a discount rate and is risk-adjusted to reflect the risks inherent in the Company’s cash flows. The market approach estimated value based on a comparison to comparable public companies in a similar line of business. From the comparable companies, a representative market value multiple was then applied to the Company’s financial results to estimate the enterprise value. The resulting enterprise value was then allocated to each share class using a probability-weighted expected return method to allocate value among the various share classes and a discount for lack of marketability was applied to arrive at the fair value of the common stock on a non-marketable basis. In addition, consideration was given to recent secondary transaction activity involving the purchase or sale of shares of common stock. • Expected Term—Expected term represents the period that options are expected to be outstanding. For option grants that are considered to be “plain vanilla,” the Company determined the expected term using the simplified method. The simplified method deems the term to be the average of the time-to-vesting and the contractual life of the options. • Expected Volatility—The expected volatility was based on the historical stock volatilities of several of the Company’s publicly listed comparable companies over a period equal to the expected terms of the options, as the Company does not have any trading history to use the volatility of its own common stock. • Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes, with maturities approximately equal to the option’s expected term. • Expected Dividend Yield—The Company has never paid dividends and does not presently plan to pay dividends in the foreseeable future. As a result, an expected dividend yield of zero percent was used. Stock-Based Compensation The total share-based compensation expense related to stock options by line item in the accompanying consolidated statements of operations is summarized as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cost of revenue $ 858 $ 733 $ 740 Research and development 21,771 16,524 13,789 Sales and marketing 4,081 3,988 3,616 General and administrative 59,986 18,932 12,154 Restructuring and other charges — 881 — Total stock-based compensation expense $ 86,696 $ 41,058 $ 30,299 Early Exercise of Common Stock Options and Significant Modification The Plan allows for option awards that include the right to early exercise options for shares of common stock. In the grants 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 Plan, any shares received from such early exercises 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 Plan) for any reason, until the options would have been fully vested. In August 2020, the CEO was granted options for 3,000,000 shares, which were eligible for early exercise. In September 2020, the CEO exercised all 3,000,000 unvested stock options. The cash proceeds received for such exercise were $34.7 million. In February 2021, the CEO exercised an option for 4,808,423 shares of Class B Common Stock for a cash purchase price of $32.6 million. During the fiscal years ended March 31, 2021, 2020 and 2019, the CEO exercised 4,843,229, 0 and 5,777,084 unvested stock options early, respectively. The cash proceeds received for unvested options exercised by the CEO, during the fiscal years ended March 31, 2021, 2020 and 2019 were $47.2 million, $0 and $66.4 million, respectively. In February 2021, the Board of Directors modified option awards granted to the CEO, which accelerated the vesting of all 7,111,979 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, 2021. As of March 31, 2021, there was no common stock subject to repurchase. As of March 31, 2020, 3,810,417 shares of Class B common stock were subject to repurchase, at a weighted average repurchase price of $11.50 per share. Secondary Sale Transactions During the fiscal years ended March 31, 2021, 2020 and 2019, certain current and former employees sold shares of common stock to certain existing shareholders at a sales price that was above the then-current fair value. Since the purchasing parties are entities affiliated with a holder of economic interest in the Company and acquired the shares from current and former employees at a price in excess of fair value of such shares, the amount paid in excess of the fair value of common stock at the time of the secondary sales was recorded as compensation expense. Total stock-based compensation expense related to the secondary sale transactions by line item included in the consolidated statements of operations for the fiscal years ended March 31, 2021, 2020 and 2019 is summarized as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cost of revenue $ 2 $ 15 $ 4 Research and development 48 2,510 2,282 Sales and marketing 9 360 702 General and administrative 1,670 895 4,204 Total stock-based compensation expense $ 1,729 $ 3,780 $ 7,192 |
Income Taxes
Income Taxes | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The components of the Company’s loss before provision for (benefit from) income taxes for the fiscal years ended March 31, 2021, 2020 and 2019 were as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Domestic $ (183,619 ) $ (250,863 ) $ (183,533 ) Loss before provision for (benefit from) income taxes $ (183,619 ) $ (250,863 ) $ (183,533 ) 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. For the fiscal years ended March 31, 2021, 2020 and 2019, the Company recognized no provision related to income taxes. The differences between the statutory tax rate and the Company’s effective tax rate, expressed as a percentage of loss before provision for (benefit from) income taxes, for the fiscal years ended March 31, 2021, 2020 and 2019 were as follows: Year Ended March 31, 2021 2020 2019 Statutory federal tax expense rate 21 % 21 % 21 % State taxes, net of federal benefit 0 0 0 Non-deductible stock-based compensation (7 ) (2 ) (2 ) Change in valuation allowance (14 ) (19 ) (19 ) Other 0 0 (0 ) Effective tax rate 0 % 0 % 0 % The primary difference between the corporate statutory rate and the Company’s effective tax rate of zero relates to the non-deductible stock-based compensation and the change in valuation allowance. 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 net deferred tax assets, as of March 31, 2021 and 2020 consisted of: March 31, March 31, (in thousands) Deferred tax assets: Net operating loss carryforwards $ 181,020 $ 165,161 Accruals and reserves 3,591 4,596 Stock-based compensation 6,291 6,552 Deferred revenue 17,785 5,152 Operating lease liabilities 23,393 23,160 Intangibles 355 75 Other 391 390 Gross deferred tax assets 232,826 205,086 Valuation allowance (213,267 ) (185,249 ) Total deferred tax assets 19,559 19,837 Deferred tax liabilities: Prepaid expenses (841 ) (885 ) Operating lease right-of-use assets (15,755 ) (15,541 ) Property and equipment (2,963 ) (3,411 ) Gross deferred tax liabilities (19,559 ) (19,837 ) Net deferred taxes $ — $ — As of March 31, 2021 and 2020, the Company had $733.3 million of federal and $410.5 million state net operating loss carryforwards and $665.1 million of federal and $381.7 million state net operating loss carryforwards, respectively, available to reduce future taxable income, which will begin to expire in 2026 for federal and state tax purposes. As a result of the Tax Cuts and Jobs Act, net operating losses generated after December 31, 2017 have an indefinite life and losses are limited to 80% of taxable income. Included in the $733.3 million carryover losses is $385.7 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 $28 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 study for the period through March 31, 2021 and determined that no ownership change exceeding 50 percentage points had occurred. 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 under ASC 740 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 complies with ASC 740-10, Accounting for Uncertainty in Income Taxes A reconciliation of the beginning and ending balance of unrecognized tax benefits is summarized as follows: Unrecognized (in thousands) Balance as of March 31, 2018 $ 234 Decreases in unrecognized tax benefits related to prior year tax positions — Increases in unrecognized tax benefits related to current year tax positions 48 Balance as of March 31, 2019 282 Decreases in unrecognized tax benefits related to prior year tax positions — Increases in unrecognized tax benefits related to current year tax positions 17 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, 2021, 2020 and 2019, 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, $0 would affect the Company’s effective tax rate due to its valuation allowance. The Company files federal, California, and various state income tax returns. Due to the Company’s net operating loss carryforward since inception, all tax years are open for examination. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 12. Net Loss Per Share Attributable to Common Stockholders The net loss attributable to common stockholders is allocated based on the contractual participation rights of the Class A and Class B common stock. As the liquidation and dividend rights of the Class A and Class B common stock are identical, the net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class B common stock under the two class method. The diluted net loss per share attributable to common stockholders is calculated by giving effect to all potentially dilutive common stock equivalents during the period. The Company’s redeemable convertible preferred stock, stock options and early exercised stock options are considered to be potential common stock equivalents, but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. Net loss attributable to common stockholders is equivalent to net loss for all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Year Ended March 31, 2021 2020 2019 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 $ (37,070 ) $ (146,549 ) $ (49,094 ) $ (201,769 ) $ (28,592 ) $ (154,941 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 8,771,824 34,678,002 7,525,465 30,928,302 5,371,951 29,110,507 Net loss per share attributable to common stockholders, basic and diluted $ (4.23 ) $ (4.23 ) $ (6.52 ) $ (6.52 ) $ (5.32 ) $ (5.32 ) The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows: Year Ended March 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Conversion of redeemable convertible preferred stock — 91,198,378 — 86,443,341 — 86,443,341 Outstanding stock options 7,898,294 21,476,732 — 29,817,566 — 28,067,150 Issuance of common stock upon early exercise of options (unvested) — — — 3,810,417 — 5,285,417 Total 7,898,294 112,675,110 — 120,071,324 — 119,795,908 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Mar. 31, 2021 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans, Other than Share-based Compensation [Text Block] | 13. Employee Benefit Plan The Company has a defined contribution plan in the U.S. intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Participants may contribute up to 75% of their salary up to the statutory prescribed annual limit. During the first nine months of fiscal year 2020 and the twelve months of fiscal year 2019, the Company made matching contributions of $75 per paycheck on a bi-monthly cycle for eligible employees. Beginning January 2020, the Company increased the matching contribution to $95.84 per paycheck on a bi-monthly cycle, for eligible employees, for a maximum contribution of $2,300 per calendar year. During the fiscal years ended March 31, 2021, 2020 and 2019, the Company recognized expenses related to the 401(k) Plan of $1.5 million, $1.7 million and $0.8 million, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions The CEO exercised unvested options to purchase shares of common stock. In February 2021, the Board of Directors accelerated the vesting of all 7,111,979 unvested shares previously purchased by the CEO, which resulted in stock-based compensation expense of $40.4 million related to recognition of the remaining compensation expense associated with these grants. For further information, see Note 10, “ Equity Incentive Plan As described in Note 3, “ Collaborations |
Subsequent Events
Subsequent Events | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events The Company has evaluated subsequent events from the balance sheet date through June 21, 2021, the date at which the consolidated financial statements were available to be issued. Merger Agreement On February 4, 2021, 23andMe, Inc. entered into an Agreement and Plan of Merger, as amended on February 13, 2021 and March 25, 2021 (the “Merger Agreement”), with VG Acquisition Corp (“VGAC”), a Cayman Islands exempted company. The Merger Agreement provided for, among other things, the domestication of VGAC (the “Domestication”), pursuant to which VGAC changed its jurisdiction of incorporation to Delaware and changed its name to 23andMe Holding Co. (“New 23andMe”). The Domestication was followed immediately by the merger of 23andMe, Inc. with a wholly owned subsidiary of New 23andMe (the “Merger”). As a result of the Merger, 23andMe, Inc. became a wholly-owned subsidiary of New 23andMe. The Domestication and the Merger are collectively referred to herein as the “Business Combination” and the closing of the Merger is referred to herein as the “Closing”. Pursuant to the Domestication, each outstanding ordinary Class A share and ordinary Class B share of VGAC was converted into a share of Class A Common Stock of New 23andMe. Pursuant to the Merger, each outstanding share of 23andMe, Inc. Class A Common Stock was exchanged for 2.293698169 shares of New 23andMe Class A Common Stock, and each outstanding share of 23andMe, Inc. Class B Common Stock, including all shares of 23andMe, Inc. Preferred Stock, which were mandatorily converted into a like number of shares of 23andMe, Inc. Class B Common Stock immediately prior to the Merger, was exchanged for 2.293698169 shares of New 23andMe Class B Common Stock. Shares of New 23andMe Class A Common Stock have one vote per share, and shares of New 23andMe Class B Common Stock have ten votes per share. Shares of New 23andMe Class B Common Stock will be subject to automatic conversion to New 23andMe Class A Common Stock upon any transfers of such shares (except for certain permitted transfers). Upon the Closing, each outstanding option to purchase 23andMe, Inc. Class A Common Stock and 23andMe, Inc. Class B Common Stock and each outstanding restricted stock unit (whether vested or unvested) was assumed by New 23andMe and converted into comparable options or restricted stock units that will be exercisable for, (or in the case of restricted stock units, settled for) 2.293698169 shares of New 23andMe Class A Common Stock. Pursuant to the Domestication, each outstanding warrant of VGAC was converted into a warrant to purchase one share of New 23andMe Class A Common Stock upon exercise of such warrant, and each outstanding unit of VGAC not previously separated into an underlying Class A ordinary share of VGAC and an underlying warrant to purchase a Class A ordinary share of VGAC was canceled and, upon the Closing, represented the right to purchase one share of Class A Common Stock of New 23andMe and one-third of one warrant exercisable for one share of Class A Common Stock of New 23andMe. No fractional warrants are issuable, and warrant holders may exercise warrants only for a whole number of shares of Class A Common Stock of New 23andMe. The exercise price of the warrants is $11.50 per share. The warrants are redeemable by New 23andMe pursuant to the terms and conditions set forth in the warrant agreements. As of the Closing Date, there are 25,065,665 warrants outstanding, comprised of 8,113,999 private placement warrants held by VG Acquisition Sponsor LLC (the “Sponsor”) and 16,951,666 public warrants. In accordance with the warrant agreements, warrants will become exercisable on October 6, 2021. The warrants will expire five years after the Closing, or earlier upon redemption or liquidation. The Closing occurred on June 16, 2021 (the “Closing Date”). The transaction is expected to be accounted for as a reverse recapitalization. Gross proceeds of $592 million were received at the Closing and estimated closing costs of $66.6 million were incurred. As of March 31, 2021, $4.0 million of deferred transaction costs were recorded, which consisted of legal, accounting, and other professional services directly related to the Merger. These costs were included in current assets 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 costs will be offset against proceeds upon accounting for the Closing. 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 New 23andMe Class A Common Stock at $10.00 per share for aggregate gross proceeds of $250,000,000 (the “PIPE Investment”). The Anne Wojcicki Foundation, which subscribed for 2,500,000 shares of New 23andMe Class A Common Stock, is affiliated with the Company’s CEO and therefore a related party. The PIPE Investments were consummated substantially concurrently with the closing of the Merger. Lock-up and Earn-Out Shares Pursuant to a letter agreement entered into on October 1, 2020 (the “VGAC IPO Letter Agreement”) by VGAC, VG Acquisition Sponsor LLC (the “Sponsor”), and the then officers and directors of VGAC (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 “Underwriter”), 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 New 23andMe. 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 completion of the Business Combination 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 shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the New 23andMe 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. The Sponsor Letter Agreement amended the VGAC IPO Letter Agreement to provide that 3,814,125 of the Class B ordinary shares of VGAC held by the Sponsor on the date of the Sponsor Letter Agreement (30% of the Founders Shares), which were converted in the Business Combination to a like number of shares of Class A Common Stock of New 23andMe (the “Earn-Out Shares”), are subject to a lockup of seven years pursuant to which such shares may not be sold until the expiration of the lockup period as defined therein. The lockup has an early release effective (i) with respect to 50% of the Earn-Out Shares, upon the closing price of the New 23andMe 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 New 23andMe Class A Common Stock equaling or exceeding $15.00 per share for any 20 trading days within any 30-trading-day period. Purchase Obligations In June 2021, the Company entered into a non-cancellable long-term contract with purchase obligations totaling $33 million over a 3-year period related to data services. Restricted Stock Units In the first quarter of fiscal year 2022, prior to the Closing, the Company granted 1,237,255 restricted stock units (“RSUs”), subject to vesting based on service. These RSUs were converted into 2,837,889 comparable RSUs of New 23andMe pursuant to the Merger, and represent the right, upon vesting, to receive shares of New 23andMe Class A Common Stock. The fair value of RSUs is determined using the fair value of the Company’s common stock on the date of grant. Stock-based compensation for the RSUs will be recognized over the related vesting period. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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 subsidiary. All intercompany accounts and transactions have been eliminated in consolidation. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2021, 2020 and 2019, refer to the fiscal years ended March 31, 2021, 2020 and 2019, respectively. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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 is never returned for processing; reserves for customer refunds and sales incentives; the fair value of financial assets and liabilities; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; the timing and costs associated with asset retirement obligations; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of the Company’s common stock and stock options; 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. The novel coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March of 2020 and will continue to do so for an unknown period. In the last quarter of fiscal year 2020, the Company recorded impairment losses of $12.6 million to operating ROU assets associated with the Company’s operating lease in Sunnyvale, California, as a result of foreseeable future sublease rental income reduced and delayed by the pandemic. See Note 5, “ Restructuring |
Foreign Currency | Foreign Currency The Company has no foreign subsidiaries. The functional currency of the Company is the U.S. dollar. Accordingly, foreign currency assets and liabilities are remeasured into U.S. dollars at the end-of-period exchange rates except for non-monetary assets and liabilities, which are measured at historical exchange rates. Revenue and expenses are remeasured each day at the exchange rate in effect on the day the transaction occurred. Foreign currency transaction gains and losses have been immaterial during the periods presented. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of other comprehensive income (loss) and net loss. The Company did not have any other comprehensive income (loss) transactions during the periods presented. Accordingly, comprehensive loss is equal to net loss for the periods presented. |
Concentration of Supplier Risk | Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and saliva collection kits (“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, 2021, 2020 and 2019. One laboratory service provider accounted for 100% of the Company’s processing of customer samples for the fiscal years ended March 31, 2021, 2020 and 2019. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash and accounts receivable. The Company maintains its cash with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Note 2, “ Summary of Significant Accounting Policies Significant customer information is as follows: March 31, March 31, Percentage of accounts receivable: Customer A 0 % 89 % Customer C 35 % 2 % Customer D 40 % 0 % Year Ended March 31, 2021 2020 2019 Percentage of revenue: Customer C 21 % 25 % 24 % Customer B 16 % 8 % 2 % |
Cash and Restricted Cash | Cash and Restricted Cash Cash consists of cash in the bank and bank deposits. Cash balances are with U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation. The Company maintains certain cash amounts restricted as to its withdrawal or use. The Company held total restricted cash of $8.4 million and $8.4 million as of March 31, 2021 and 2020, 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. Recurring Fair Value Measurements Cash is stated at fair value on a recurring basis. 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. There were no other financial instruments in the Level 1, Level 2 or Level 3 categories as of March 31, 2021 and 2020. Nonrecurring Fair Value Measurements Certain items were recorded at fair value on a nonrecurring basis in the Company’s financial statements for fiscal years ended March 31, 2021, 2020 and 2019. Long-lived assets within an asset group, which included right of use assets, leasehold improvements and property and equipment, were measured at fair value on a nonrecurring basis at March 31, 2020 due to an impairment recognized on those assets at that date (see Note 5, “ Restructuring Series F-1 preferred stock issued in connection with a collaboration agreement in July 2018 was measured at fair value on a nonrecurring basis at the date of issuance (see Note 3, “ Collaborations |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are recorded at the invoiced amount, net of estimated reserves for customer refunds and sales incentives, and are 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 reserve for 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, 2021 and 2020. |
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. |
Impairment Losses of Deferred Cost of Revenue | Impairment Losses of Deferred Cost of Revenue The Company recognizes an impairment loss when the costs incurred to date recorded as deferred cost of revenue plus the estimated direct costs to fulfill the performance obligations under the contract exceed the amount of consideration the Company received and expects to receive in the future. For the fiscal year ended March 31, 2021, no impairment loss was recorded. For the fiscal years ended March 31, 2020 and 2019, the Company recorded an impairment loss of $1.3 million and $6.5 million, respectively, of which $0.4 million and $2.2 million, respectively, was recorded as a reduction of deferred cost of revenue, and $0.9 million and $4.3 million, respectively, was recorded in accrued expenses and other current liabilities in the consolidated balance sheets for unrecoverable direct costs expected to be incurred in future periods. |
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 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 |
Assets Held for Sale | Assets Held for Sale The Company classifies its long-lived assets to be sold as held for sale when the following criteria are met (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or its fair value, less costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Depreciation is not charged against assets classified as held for sale. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period it remains classified as held for sale and reports any subsequent losses as an adjustment to its carrying value. |
Internal-Use Software | Internal-Use Software Costs related to software acquired, developed, or modified solely to meet the Company’s internal requirements, with no substantive plans to market such software at the time of development, and certain costs related to the direct development of the Company’s customer platform are capitalized. Costs incurred during the preliminary planning and evaluation stage of the project and during the post-implementation operational stage are expensed as incurred. Costs incurred during the application development stage of the project are capitalized and amortized using the straight-line method over the estimated useful life of two to four years. The Company capitalized $4.0 million, $6.0 million and $0.5 million in internal-use software during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Internal-use software is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an internal-use software asset may not be recoverable. The Company recognized $0.5 million of impairment related to internal-use software during the fiscal year ended March 31, 2021 as a result of changes in business needs. The Company recognized $0.7 million of impairment related to internal-use software during the fiscal year ended March 31, 2020 as a result of restructuring activities. There was no impairment related to internal-use software during the fiscal year ended March 31, 2019. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, which include depreciable tangible assets such as property and equipment, 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. During the fiscal year ended March 31, 2020, impairments to long-lived assets were $33.2 million and recorded within restructuring and other charges in the consolidated statements of operations. There was no impairment to long-lived assets during the fiscal years ended March 31, 2021 and 2019. |
Leases | Leases The Company’s lease portfolio includes leased offices, dedicated lab facility and storage space, and dedicated data center facility space, all of which are accounted for as operating leases. All lease arrangements are recognized at lease commencement. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized at commencement based on the present value of fixed payments not yet paid over the lease term. Operating lease ROU assets represent the Company’s right to use an underlying asset during the reasonably certain lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received. When considering the future lease payments to be included in the measurement of the operating lease liabilities, the Company includes payments to be made in optional renewal periods only if it is reasonably certain to exercise the option, and will include periods covered by a termination option only if it is reasonably certain that it will not exercise such option. In addition, the Company elected not to utilize the hindsight practical expedient to determine the lease term for existing leases at adoption. The Company uses the incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities as the Company’s leases generally do not provide an implicit rate. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, in an economic environment where the leased asset is located. Real estate leases of office facilities are the most significant leases held by the Company. For these leases, the Company has elected the practical expedient permitted under ASC 842 to account for the lease and non-lease components as a single lease component. As the Company enters into real estate leases, property tax, insurance, common area maintenance and utilities are generally variable lease payments that do not depend on an index or rate, and therefore, they are excluded from the lease liabilities and expensed as incurred in accordance with ASC 842. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within its control. None of the Company’s lease agreements contain significant residual value guarantees, restrictions, or covenants. The Company currently does not have any finance leases. |
Asset Retirement Obligations | Asset Retirement Obligations The Company’s asset retirement obligations (“ARO”) relate to contractual obligations to return the Sunnyvale, California headquarters facility to its original condition at the end of the lease term. These liabilities are initially recorded at fair value and the related asset retirement costs are capitalized by increasing the carrying amount of the related assets by the same amount as the liability. The asset retirement obligations are depreciated on a straight-line basis over the useful lives of the related assets. Subsequent to initial recognition, the Company records period-to-period changes in the ARO liability resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. The Company derecognizes ARO liabilities when the related obligations are settled. |
Revenue Recognition | Revenue Recognition The Company generates revenue from consumer services, including PGS, research services and therapeutics. In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration that the Company expects to receive in exchange for these goods or services. To achieve the core principle of this standard, the Company applies the following five steps: 1. Identification of the contract, or contracts, with a customer 2. Identification of the performance obligations in the contract 3. Determination of the transaction price 4. Allocation of the transaction price to the performance obligations in the contract 5. Recognition of revenue when, or as, a performance obligation is satisfied. Each of the Company’s significant performance obligations and the Company’s application of ASC 606 to its revenue arrangements are discussed in further detail below. Contracts with customers for both consumer and research services contain multiple performance obligations that qualify as distinct performance obligations. The Company allocates revenue to each performance obligation based on the standalone selling price (“SSP”). Judgment is required to determine the SSP for each distinct performance obligation. If SSP is not directly observable, then SSP is estimated using judgment while considering all reasonably available information. To determine the SSP, the Company considers multiple factors including, but not limited to, third-party evidence for similar services, historical pricing, customer usage statistics, internal costs, gross margin objectives, independent valuations, and marketing and pricing strategies. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 60 days of the invoice date. In certain arrangements, the Company receives payment from a customer either before or after the performance obligation has been satisfied; however, the Company’s contracts do not contain a significant financing component. The primary purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing its services, and not to receive financing from or provide financing to its customers. Revenue is recorded net of sales tax. Consumer Services The Company enters into a contract for consumer services once the customer accepts the terms of service or initiates the service by providing payment to the Company. The transaction price is the amount which the Company expects to be entitled to in exchange for providing services and is calculated as the selling price net of variable consideration which may include estimates for future returns and sales incentives. Consumer services is composed of five distinct performance obligations: 1. Initial ancestry reports 2. Initial health reports 3. Ancestry updates 4. Health updates 5. Subscription service reports Initial reports are distinct from updates as customers can benefit from the information provided from the initial ancestry and health reports without the updates. Accordingly, subsequent updates are additive and, therefore are separately identifiable. Transfer of control for both initial ancestry and initial health reports occur at the time the reports are uploaded to the customer’s account and notification has been provided to the customer. Transfer of control for ancestry and health report updates occurs over time by providing updates to a customer’s reports and features after the initial upload of the ancestry and health reports. This expected service period to provide updates is based on the estimated active life of a customer, which is estimated to be three months for ancestry report updates and twelve months for health report updates. The Company began offering a subscription service in fiscal 2021 where the customer can access additional health-related reports by paying an additional upfront payment for a specified term (currently one year). Transfer of control for these subscription-based reports occurs over time by providing content updates over the subscription term. The majority of consumer services revenue is recognized upon the initial transfer of ancestry and health reports to the consumer. Upon sale of consumer services, deferred revenue is recorded for the net amount paid by the customer and is recognized after the customer returns the Kit, the lab processes the sample, and the initial reports are uploaded to the customer’s account, and the customer is notified. The Company sells through multiple channels, including direct to consumer via the Company’s website, and both online and traditional retailers. If the customer does not return the Kit, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under ASC 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $24.1 million, $38.0 million and $57.0 million for the fiscal years ended March 31, 2021, 2020 and 2019, 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 when incurred. These costs were $3.3 million, $3.9 million and $9.9 million for the fiscal years ended March 31, 2021, 2020 and 2019, respectively. The Company allows its customers to return products for credit subject to certain limitations. A provision for such returns is established based on historical trends and available data. During the periods presented, the Company had minimal product returns and estimated the reserve for the future returns to be immaterial. Credit card processing fees related to consumer revenue are recorded as incurred in general and administrative expenses in the consolidated statements of operations. Research Services The Company enters into contracts with customers to provide research services with payments based on fixed-fee arrangements. Where fees are variable, the Company estimates the most likely amount it expects to receive in determining the transaction price, such that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. When the Company enters into multiple contracts with a single counterparty, the Company evaluates the facts and circumstances to determine whether the contracts should be combined and accounted for as one arrangement or as separate arrangements. The nature of the distinct performance obligations within research services include: 1. Genotyping 2. Survey 3. Data analysis 4. Recruitment 5. Web development 6. Project management 7. Dedicated research time Each of the above services are capable of being distinct as customers can benefit from each service on their own and are separately identifiable as each service can be independently fulfilled without a high reliance on another service. Transfer of control for research services occurs over time as the services are performed. The Company generally recognizes revenue over time using an input method utilizing direct labor hours incurred as a percentage of total estimated hours to measure performance. Therapeutics Therapeutics revenue consists of the out-licensing of intellectual property associated with identified drug targets. Disaggregation of Revenue The following table presents revenue by category: Year Ended March 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) Consumer services $ 197,525 81 % $ 271,639 89 % $ 425,534 96 % Research services 46,341 19 28,268 9 12,385 3 Therapeutics 54 0 5,556 2 2,981 1 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % Substantially all consumer services revenue is recognized at the point in time of the initial transfer of reports to the consumer, and substantially all research services revenue is recognized over time as services are performed. Substantially all therapeutics revenue is recognized at the point in time intellectual property is transferred. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Year Ended March 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) United States $ 176,120 72 % $ 241,769 79 % $ 390,757 89 % United Kingdom 49,386 20 41,770 14 22,194 5 Canada 12,172 5 14,481 5 18,588 4 Other regions 6,242 3 7,443 2 9,361 2 International 67,800 28 63,694 21 50,143 11 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations not yet billed and are included in prepaid expenses and other current assets in the consolidated balance sheets. The amount of contract assets was immaterial as of March 31, 2021 and 2020. 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. As of March 31, 2021 and 2020, deferred revenue for consumer services was $39.3 million and $38.8 million, respectively. Of the $38.8 million, $74.1 million and $103.9 million of deferred revenue for consumer services as of March 31, 2020, 2019 and 2018, respectively, the Company recognized $34.4 million, $59.9 million and $99.9 million as revenue during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. As of March 31, 2021 and 2020, deferred revenue for research services was $31.9 million and $48.6 million, respectively, including related party deferred revenue amounts of $30.1 million and $45.1 million, respectively. There was no related party deferred revenue prior to fiscal year 2019. Of the $48.6 million, $48.7 million and $3.4 million of deferred revenue for research services as of March 31, 2020, 2019 and 2018, respectively, the Company recognized $42.8 million, $28.7 million and $1.9 million as revenue during the fiscal years ended March 31, 2021, 2020 and 2019, respectively. Out of the above-mentioned $42.8 million and $28.7 million revenue recognized during the fiscal year ended March 31, 2021 and 2020, respectively, related party revenue amount was $39.9 million and $26.7 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 as those contracts have an expected length of one year or less. As of March 31, 2021 and 2020, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $61.9 million and $108.3 million, respectively. These amounts are expected to be recognized over a remaining subsequent period of approximately 1 to 3 years from the reporting date. |
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 amounted to $11.2 million, $62.6 million and $136.8 million for the fiscal years ended March 31, 2021, 2020 and 2019, respectively, and are included in sales and marketing expense in the consolidated statements of operations. 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 immaterial as of March 31, 2021. As of March 31, 2020, deferred advertising costs amounted to $2.5 million. 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-based award 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 fair value of the underlying common stock, 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 assumptions used to determine the fair value of the stock-based awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. 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. |
Restructuring Expense | Restructuring Expense The Company defines restructuring expense to include costs directly associated with exit or disposal activities. Such costs include employee severance and termination benefits, contract termination fees and penalties, impairment associated with long-lived assets, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related costs are probable and estimable. For one-time termination benefits (i.e., no substantive plan) and employee retention costs, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Contract termination fees and penalties, and other exit and disposal costs are generally recorded as incurred. |
Income Taxes | Income Taxes The Company applies the provisions of ASC 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. |
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 has participating securities in the form of redeemable convertible preferred stock and unvested common stock as holders of such securities have non-forfeitable dividend rights in the event of a declaration of a dividend for shares of common stock. 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. |
Segment Information | Segment Information The Company currently operates in two reporting segments: Consumer & Research Services and Therapeutics. The Consumer & Research Services segment consists of revenue and expenses from PGS, 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 drug candidates under clinical development. Substantially all of the Company’s revenues are derived from the Consumer & Research Services segment. See Note 2, “ Summary of Significant Accounting Policies Certain expenses such as Finance, Legal, Regulatory and Supplier Quality, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate in the reconciliations below. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates the performance of each segment based on Adjusted EBITDA. Adjusted EBITDA is defined as net income before net interest expense (income), other expense (income), depreciation and amortization of fixed assets, amortization of internal use software, non-cash stock-based compensation expense, and expenses related to restructuring and other charges, if applicable for the period. The Company’s revenue and Adjusted EBITDA by segment is as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Segment Revenue Consumer & Research Services $ 243,866 $ 299,907 $ 437,919 Therapeutics 54 5,556 2,981 Total revenue $ 243,920 $ 305,463 $ 440,900 Segment Adjusted EBITDA Consumer & Research Services Adjusted EBITDA $ 12,796 $ (65,845 ) $ (85,822 ) Therapeutics Adjusted EBITDA (58,734 ) (52,883 ) (31,776 ) Unallocated Corporate (30,587 ) (28,460 ) (23,793 ) Total Adjusted EBITDA $ (76,525 ) $ (147,188 ) $ (141,391 ) Reconciliation of net loss to Adjusted EBITDA Net loss $ (183,619 ) $ (250,863 ) $ (183,533 ) Adjustments: Interest (income), net (255 ) (6,244 ) (5,269 ) Other (income) / expense, net (1,322 ) (1,340 ) 19 Depreciation and amortization 20,246 22,610 9,901 Stock-based compensation expense 88,425 43,957 37,491 Restructuring and other charges 1 — 44,692 — Total Adjusted EBITDA $ (76,525 ) $ (147,188 ) $ (141,391 ) 1) For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. Customers accounting for 10% or more of segment revenues were as follows: Year Ended March 31, 2021 2020 2019 (in thousands, except percentages) Consumer & Research Services Segment Revenue: Customer C 1 $ 51,786 21 % $ 76,087 25 % $ 107,318 25 % Customer B 2 $ 39,917 16 % $ 23,768 8 % $ 6,533 1 % Therapeutics Segment Revenue: Customer B 2 $ — 0 % $ 2,981 54 % $ 2,981 100 % Customer E 2 $ 54 100 % $ 2,575 46 % $ — 0 % 1) Customer C revenues are primarily in the United States. 2) Customer B revenues are in the United Kingdom and Customer E is in a region other than the United States, United Kingdom or Canada. Revenue by geographical region can be found in the revenue recognition disclosures in Note 2, “ Summary of Significant Accounting Policies |
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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As an “emerging growth company,” the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement Fair Value Measurement In August 2018, the FASB issued ASU No. 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contrac In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, Simplifying the Accounting for Income Taxes, |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Signification Customer Information | Significant customer information is as follows: March 31, March 31, Percentage of accounts receivable: Customer A 0 % 89 % Customer C 35 % 2 % Customer D 40 % 0 % Year Ended March 31, 2021 2020 2019 Percentage of revenue: Customer C 21 % 25 % 24 % Customer B 16 % 8 % 2 % |
Summary of Property Plant and Equipment Estimated Useful Lives | 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 |
Summary of Disaggregation of Revenue by Category | The following table presents revenue by category: Year Ended March 31, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) Consumer services $ 197,525 81 % $ 271,639 89 % $ 425,534 96 % Research services 46,341 19 28,268 9 12,385 3 Therapeutics 54 0 5,556 2 2,981 1 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % |
Summary of Disaggregation of Revenue by Region | 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, 2021 2020 2019 Amount Percentage Amount Percentage Amount Percentage (in thousands, except percentages) United States $ 176,120 72 % $ 241,769 79 % $ 390,757 89 % United Kingdom 49,386 20 41,770 14 22,194 5 Canada 12,172 5 14,481 5 18,588 4 Other regions 6,242 3 7,443 2 9,361 2 International 67,800 28 63,694 21 50,143 11 Total $ 243,920 100 % $ 305,463 100 % $ 440,900 100 % |
Summary of Revenue and Adjusted EBITDA by Segment | The Company’s revenue and Adjusted EBITDA by segment is as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Segment Revenue Consumer & Research Services $ 243,866 $ 299,907 $ 437,919 Therapeutics 54 5,556 2,981 Total revenue $ 243,920 $ 305,463 $ 440,900 Segment Adjusted EBITDA Consumer & Research Services Adjusted EBITDA $ 12,796 $ (65,845 ) $ (85,822 ) Therapeutics Adjusted EBITDA (58,734 ) (52,883 ) (31,776 ) Unallocated Corporate (30,587 ) (28,460 ) (23,793 ) Total Adjusted EBITDA $ (76,525 ) $ (147,188 ) $ (141,391 ) Reconciliation of net loss to Adjusted EBITDA Net loss $ (183,619 ) $ (250,863 ) $ (183,533 ) Adjustments: Interest (income), net (255 ) (6,244 ) (5,269 ) Other (income) / expense, net (1,322 ) (1,340 ) 19 Depreciation and amortization 20,246 22,610 9,901 Stock-based compensation expense 88,425 43,957 37,491 Restructuring and other charges 1 — 44,692 — Total Adjusted EBITDA $ (76,525 ) $ (147,188 ) $ (141,391 ) 1) For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. |
Summary of Segment Revenues to Significant Customers | Customers accounting for 10% or more of segment revenues were as follows: Year Ended March 31, 2021 2020 2019 (in thousands, except percentages) Consumer & Research Services Segment Revenue: Customer C 1 $ 51,786 21 % $ 76,087 25 % $ 107,318 25 % Customer B 2 $ 39,917 16 % $ 23,768 8 % $ 6,533 1 % Therapeutics Segment Revenue: Customer B 2 $ — 0 % $ 2,981 54 % $ 2,981 100 % Customer E 2 $ 54 100 % $ 2,575 46 % $ — 0 % 1) Customer C revenues are primarily in the United States. 2) Customer B revenues are in the United Kingdom and Customer E is in a region other than the United States, United Kingdom or Canada. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Property And Equipment, Net | Property and equipment, net consisted of the following: March 31, March 31, (in thousands) Computer and software $ 13,252 $ 13,364 Laboratory equipment and software 48,636 49,367 Furniture and office equipment 8,803 8,868 Leasehold improvements 39,668 39,713 Capitalized asset retirement obligations 853 853 Property and equipment, gross 111,212 112,165 Less: accumulated depreciation and amortization (50,328 ) (34,283 ) Property and equipment, net $ 60,884 $ 77,882 |
Summary of Changes In the Asset Retirement Obligations | The following table summarizes changes in the Company’s AROs: March 31, March 31, (in thousands) Balance, beginning of year $ 1,078 $ — Accretion expense 87 41 Liabilities incurred — 1,037 Balance, end of year $ 1,165 $ 1,078 |
Summary Of Intangible Assets | March 31, March 31, (in thousands) Capitalized internal-use software $ 9,200 $ 5,839 Less: accumulated amortization (2,311 ) (422 ) Internal-use software, net $ 6,889 $ 5,417 |
Summary of Accrued Expense And Other Current Liabilities | Accrued expense and other current liabilities consisted of the following: March 31, March 31, (in thousands) Accrued payables $ 19,869 $ 23,625 Accrued compensation and benefits 11,749 10,378 Accrued taxes and other 335 657 Total accrued expenses and other current liabilities $ 31,953 $ 34,660 |
Summary of Other Noncurrent Liabilities | Other liabilities, noncurrent consisted of the following: March 31, March 31, (in thousands) Asset retirement obligations, noncurrent $ 1,165 $ 1,078 Liabilities for early exercise of common stock options by related party — 43,821 Total other liabilities, noncurrent $ 1,165 $ 44,899 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring and Related Costs | The following table shows the total amount incurred and accrued related to one-time employee termination benefits: One-Time Employee Termination Benefits (in thousands) Accrued restructuring costs as of March 31, 2019 $ — Restructuring charges incurred during the period 4,633 Amounts paid during the period (3,580 ) Accrued restructuring costs as of March 31, 2020 1,053 Amounts paid during the period (1,053 ) Accrued restructuring costs as of March 31, 2021 $ — |
Lease (Tables)
Lease (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Lease, Cost | The components of lease cost for operating leases for the fiscal years ended March 31, 2021, 2020 and 2019 was as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Operating lease cost, net 1 $ 13,614 $ 10,999 $ 10,484 Variable lease cost 5,809 4,705 2,506 Total lease cost $ 19,423 $ 15,704 $ 12,990 1) For the year ended March 31, 2020, included in operating lease cost is a $4.9 million reduction to lease cost related to a lease termination. |
Summary of Assets And Liabilities Lessee | The following is supplemental balance sheet information as of March 31, 2021 and 2020: March 31, March 31, (in thousands) Reported as: Assets: Operating lease right-of-use assets $ 63,122 $ 60,608 Liabilities: Operating lease liabilities 6,140 7,613 Operating lease liabilities, noncurrent 87,582 82,709 Total operating lease liabilities 1 $ 93,722 $ 90,322 1) The termination of the operating lease for the Company’s former headquarters facility located in Mountain View, CA occurred during the year ended March 31, 2020. |
Summary of Weighted Average Remaining Lease Term And Discount Rate | Weighted average remaining lease term and discount rate for the Company’s operating leases was as follows: Year Ended March 31, 2021 2020 2019 Weighted-average remaining lease term (in years) 9.2 10.5 10.2 Weighted-average discount rate 7 % 8 % 7 % |
Summary of Supplemental Cash Flow Information Related To Operating Leases | Supplemental cash flow information related to operating leases for the fiscal years ended March 31, 2021, 2020 and 2019 was as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows used in operating leases $ (14,067 ) $ (12,520 ) $ (8,547 ) Landlord contributions included in the measurement of operating lease ROU assets: Operating cash flows provided by operating leases $ 3,733 $ 9,940 $ — Supplemental disclosure of non-cash operating lease activities: Operating lease ROU assets obtained in exchange for new operating lease liabilities $ 12,803 $ 4,769 $ 82,348 |
Schedule Of Future Minimum Lease Payments For Operating Leases | As of March 31, 2021, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities are as follows: March 31, 2021 (in thousands) Year Ending March 31, 2022 $ 12,567 2023 15,091 2024 15,106 2025 14,350 2026 10,996 Thereafter 64,421 Total future operating lease payments 132,531 Less: imputed interest 38,809 Total operating lease liabilities $ 93,722 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Long-term Purchase Commitment | As of March 31, 2021, the Company had outstanding non-cancelable purchase obligations with a term of 12 months or longer as follows: March 31, 2021 (in thousands) Year Ending March 31, 2022 $ 13,968 2023 15,096 2024 15,187 2025 13,275 2026 9,812 Total $ 67,338 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Temporary equity | Redeemable convertible preferred stock consisted of the following: March 31, 2021 Shares Shares Carrying Aggregate (in thousands, except share data) Series A 7,119,936 7,119,936 $ 8,815 $ 8,953 Series B 9,048,560 9,048,560 27,643 27,779 Series C 9,898,011 9,898,011 30,961 31,179 Series D 14,435,636 14,435,636 58,274 58,450 Series E 10,644,057 10,644,057 114,936 115,246 Series F 18,006,075 18,006,075 242,168 250,000 Series F-1 22,190,201 22,046,103 354,554 382,500 Total redeemable convertible preferred stock 91,342,476 91,198,378 $ 837,351 $ 874,107 March 31, 2020 Shares Shares Carrying Aggregate (in thousands, except share data) Series A 7,119,936 7,119,936 $ 8,815 $ 8,953 Series B 9,048,560 9,048,560 27,643 27,779 Series C 9,898,011 9,898,011 30,961 31,179 Series D 14,435,636 14,435,636 58,274 58,450 Series E 10,644,057 10,644,057 114,936 115,246 Series F 18,006,075 18,006,075 242,168 250,000 Series F-1 17,291,066 17,291,066 272,286 300,000 Total redeemable convertible preferred stock 86,443,341 86,443,341 $ 755,083 $ 791,607 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Summary of Increase Decrease In Stockholders Equity | The table below shows the changes in each class of common stock shares issued and outstanding as of the dates indicated: Year Ended March 31, 2021 2020 2019 Class A shares Beginning balance 8,158,861 6,735,372 4,191,743 Shares issued from option exercise 4,740 — — Converted from Class B shares 1 866,827 1,423,489 2,543,629 Ending balance 9,030,428 8,158,861 6,735,372 Class B shares Beginning balance 36,159,437 35,188,144 28,819,601 Shares issued from option exercise 9,969,102 2,394,782 8,912,172 Converted to Class A shares 1 (866,827 ) (1,423,489 ) (2,543,629 ) Ending balance 45,261,712 36,159,437 35,188,144 1) The conversion of Class B Common Stock to Class A Common Stock during all periods presented was due to the sale of Class B Common Stock in secondary sale transactions. In such transactions, each share of Class B Common Stock was automatically converted into one share of Class A Common Stock. |
Summary of Common Stock Capital Shares Reserved For Future Issuance | The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis as of the dates indicated: March 31, 2021 2020 2019 Conversion of redeemable convertible preferred stock 91,198,378 86,443,341 86,443,341 Outstanding stock options 29,375,026 29,817,566 28,067,150 Remaining shares available for future issuance under Equity Incentive Plan 1,023,408 3,954,710 8,099,908 Total shares of common stock reserved 121,596,812 120,215,617 122,610,399 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary Of Stock Option Activity And Activity Regarding Shares Available For Grant Under The Plan | Stock option activity and activity regarding shares available for grant under the Plan is as follows: Options Outstanding Shares Outstanding Weighted- Weighted- Aggregate (in thousands, except share, years, and per share data) Balance as of April 1, 2018 8,876,172 24,203,058 $ 5.05 8.0 $ 134,591 Shares authorized 12,000,000 — Granted (14,265,875 ) 14,265,875 11.11 Exercised — (8,912,172 ) 8.11 29,900 Cancelled/Forfeited/Expired 1,489,611 (1,489,611 ) 8.80 Balance as of March 31, 2019 8,099,908 28,067,150 $ 6.97 7.8 $ 128,583 Granted (7,061,920 ) 7,061,920 11.55 Exercised — (2,394,782 ) 3.65 18,967 Cancelled/Forfeited/Expired 2,916,722 (2,916,722 ) 10.30 Balance as of March 31, 2020 3,954,710 29,817,566 $ 7.99 7.5 $ 106,688 Shares authorized 6,600,000 — Granted (11,957,813 ) 11,957,813 11.57 Exercised — (9,973,842 ) 7.65 47,571 Cancelled/Forfeited/Expired 2,426,511 (2,426,511 ) 10.29 Balance as of March 31, 2021 1,023,408 29,375,026 $ 9.37 7.1 $ 403,498 Vested and exercisable as of March 31, 2021 16,164,320 $ 7.77 5.8 $ 248,018 |
Summary Of The Black-Scholes Assumptions Used To Value Stock Options At The Grant Dates | The Black-Scholes assumptions used to value stock options at the grant dates are as follows: Year Ended March 31, 2021 2020 2019 Min Max Min Max Min Max Expected term (years) 4.0 6.1 5.0 6.1 5.0 6.3 Expected volatility 61 % 68 % 53 % 62 % 52 % 54 % Risk-free interest rate 0.2 % 0.5 % 0.6 % 2.2 % 2.5 % 3.1 % Expected dividend yield 0 % 0 % 0 % 0 % 0 % 0 % |
Summary Of The Total Share-Based Compensation Expense Related To Stock Options | The total share-based compensation expense related to stock options by line item in the accompanying consolidated statements of operations is summarized as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cost of revenue $ 858 $ 733 $ 740 Research and development 21,771 16,524 13,789 Sales and marketing 4,081 3,988 3,616 General and administrative 59,986 18,932 12,154 Restructuring and other charges — 881 — Total stock-based compensation expense $ 86,696 $ 41,058 $ 30,299 |
Secondary Sale Transactions | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary Of The Total Share-Based Compensation Expense Related To Stock Options | Total stock-based compensation expense related to the secondary sale transactions by line item included in the consolidated statements of operations for the fiscal years ended March 31, 2021, 2020 and 2019 is summarized as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Cost of revenue $ 2 $ 15 $ 4 Research and development 48 2,510 2,282 Sales and marketing 9 360 702 General and administrative 1,670 895 4,204 Total stock-based compensation expense $ 1,729 $ 3,780 $ 7,192 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary Of The Components Of The Company's Loss Before Provision For (Benefit From) Income Taxes | The components of the Company’s loss before provision for (benefit from) income taxes for the fiscal years ended March 31, 2021, 2020 and 2019 were as follows: Year Ended March 31, 2021 2020 2019 (in thousands) Domestic $ (183,619 ) $ (250,863 ) $ (183,533 ) Loss before provision for (benefit from) income taxes $ (183,619 ) $ (250,863 ) $ (183,533 ) |
Schedule Of The Differences Between The Statutory Tax Rate And The Company's Effective Tax Rate | The differences between the statutory tax rate and the Company’s effective tax rate, expressed as a percentage of loss before provision for (benefit from) income taxes, for the fiscal years ended March 31, 2021, 2020 and 2019 were as follows: Year Ended March 31, 2021 2020 2019 Statutory federal tax expense rate 21 % 21 % 21 % State taxes, net of federal benefit 0 0 0 Non-deductible stock-based compensation (7 ) (2 ) (2 ) Change in valuation allowance (14 ) (19 ) (19 ) Other 0 0 (0 ) Effective tax rate 0 % 0 % 0 % |
Summary Of 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 | 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 net deferred tax assets, as of March 31, 2021 and 2020 consisted of: March 31, March 31, (in thousands) Deferred tax assets: Net operating loss carryforwards $ 181,020 $ 165,161 Accruals and reserves 3,591 4,596 Stock-based compensation 6,291 6,552 Deferred revenue 17,785 5,152 Operating lease liabilities 23,393 23,160 Intangibles 355 75 Other 391 390 Gross deferred tax assets 232,826 205,086 Valuation allowance (213,267 ) (185,249 ) Total deferred tax assets 19,559 19,837 Deferred tax liabilities: Prepaid expenses (841 ) (885 ) Operating lease right-of-use assets (15,755 ) (15,541 ) Property and equipment (2,963 ) (3,411 ) Gross deferred tax liabilities (19,559 ) (19,837 ) Net deferred taxes $ — $ — |
Summary Of A Reconciliation Of The Beginning And Ending Balance Of Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of unrecognized tax benefits is summarized as follows: Unrecognized (in thousands) Balance as of March 31, 2018 $ 234 Decreases in unrecognized tax benefits related to prior year tax positions — Increases in unrecognized tax benefits related to current year tax positions 48 Balance as of March 31, 2019 282 Decreases in unrecognized tax benefits related to prior year tax positions — Increases in unrecognized tax benefits related to current year tax positions 17 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, 2021 | |
Earnings Per Share [Abstract] | |
Summary of computation of basic and diluted net loss per share attributable to common stockholders | 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, 2021 2020 2019 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 $ (37,070 ) $ (146,549 ) $ (49,094 ) $ (201,769 ) $ (28,592 ) $ (154,941 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 8,771,824 34,678,002 7,525,465 30,928,302 5,371,951 29,110,507 Net loss per share attributable to common stockholders, basic and diluted $ (4.23 ) $ (4.23 ) $ (6.52 ) $ (6.52 ) $ (5.32 ) $ (5.32 ) |
Summary of the potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders | The potential shares of common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive are as follows: Year Ended March 31, 2021 2020 2019 Class A Class B Class A Class B Class A Class B Conversion of redeemable convertible preferred stock — 91,198,378 — 86,443,341 — 86,443,341 Outstanding stock options 7,898,294 21,476,732 — 29,817,566 — 28,067,150 Issuance of common stock upon early exercise of options (unvested) — — — 3,810,417 — 5,285,417 Total 7,898,294 112,675,110 — 120,071,324 — 119,795,908 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Significant Customer Information (Detail) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Concentration Risk [Line Items] | |||
Concentration risk percentage | 100.00% | 100.00% | 100.00% |
Customer A [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 0.00% | 89.00% | |
Customer B [Member] | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 16.00% | 8.00% | 2.00% |
Customer C [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 35.00% | 2.00% | |
Customer C [Member] | Revenue Benchmark [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.00% | 25.00% | 24.00% |
Customer D [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 40.00% | 0.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Property Plant and Equipment Estimated Useful Lives (Detail) | 12 Months Ended |
Mar. 31, 2021 | |
Computer and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 3 years |
Laboratory equipment and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Furniture and office equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | 5 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Lives | Shorter of remaining lease term or estimated useful life |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue by Category (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Amount | $ 243,920 | $ 305,463 | $ 440,900 |
Percentage of Revenue | 100.00% | 100.00% | 100.00% |
Consumer services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 197,525 | $ 271,639 | $ 425,534 |
Percentage of Revenue | 81.00% | 89.00% | 96.00% |
Research services [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 46,341 | $ 28,268 | $ 12,385 |
Percentage of Revenue | 19.00% | 9.00% | 3.00% |
Therapeutics [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 54 | $ 5,556 | $ 2,981 |
Percentage of Revenue | 0.00% | 2.00% | 1.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue by Region (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Amount | $ 243,920 | $ 305,463 | $ 440,900 |
Percentage of Revenue | 100.00% | 100.00% | 100.00% |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 176,120 | $ 241,769 | $ 390,757 |
Percentage of Revenue | 72.00% | 79.00% | 89.00% |
United Kingdom | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 49,386 | $ 41,770 | $ 22,194 |
Percentage of Revenue | 20.00% | 14.00% | 5.00% |
Canada | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 12,172 | $ 14,481 | $ 18,588 |
Percentage of Revenue | 5.00% | 5.00% | 4.00% |
Other regions | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 6,242 | $ 7,443 | $ 9,361 |
Percentage of Revenue | 3.00% | 2.00% | 2.00% |
International | |||
Disaggregation of Revenue [Line Items] | |||
Amount | $ 67,800 | $ 63,694 | $ 50,143 |
Percentage of Revenue | 28.00% | 21.00% | 11.00% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Revenue and Adjusted EBITDA by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Revenue | ||||
Total revenue | $ 243,920 | $ 305,463 | $ 440,900 | |
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | (76,525) | (147,188) | (141,391) | |
Reconciliation of net loss to Adjusted EBITDA | ||||
Net loss | (183,619) | (250,863) | (183,533) | |
Interest (income), net | (255) | (6,244) | (5,269) | |
Other (income) / expense, net | (1,322) | (1,340) | 19 | |
Depreciation and amortization | 20,246 | 22,610 | 9,901 | |
Stock-based compensation expense | 88,425 | 44,838 | 37,491 | |
Restructuring and other charges | [1] | 44,692 | ||
Unallocated Corporate [Member] | ||||
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | (30,587) | (28,460) | (23,793) | |
Consumer & Research Services [Member] | ||||
Segment Revenue | ||||
Total revenue | 243,866 | 299,907 | 437,919 | |
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | 12,796 | (65,845) | (85,822) | |
Therapeutics [Member] | ||||
Segment Revenue | ||||
Total revenue | 54 | 5,556 | 2,981 | |
Segment Adjusted EBITDA | ||||
Total Adjusted EBITDA | $ (58,734) | $ (52,883) | $ (31,776) | |
[1] | For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Revenue and Adjusted EBITDA by Segment (Detail) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Share-based payment arrangement, expense | $ 86,696 | $ 41,058 | $ 30,299 |
Restructuring Charges [Member] | |||
Segment Reporting Information [Line Items] | |||
Share-based payment arrangement, expense | $ 881 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Summary of Segment Revenues to Significant Customers (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Segment Reporting Information [Line Items] | ||||
Amount | $ 243,920 | $ 305,463 | $ 440,900 | |
Percentage of Revenue | 100.00% | 100.00% | 100.00% | |
Customer C [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 21.00% | 25.00% | 24.00% | |
Customer B [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 16.00% | 8.00% | 2.00% | |
Customer Concentration Risk [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of Revenue | 10.00% | |||
Consumer & Research Services [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | $ 243,866 | $ 299,907 | $ 437,919 | |
Consumer & Research Services [Member] | Customer Concentration Risk [Member] | Customer C [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | [1] | $ 51,786 | $ 76,087 | $ 107,318 |
Percentage of Revenue | [1] | 21.00% | 25.00% | 25.00% |
Consumer & Research Services [Member] | Customer Concentration Risk [Member] | Customer B [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | [2] | $ 39,917 | $ 23,768 | $ 6,533 |
Percentage of Revenue | [1],[2] | 16.00% | 8.00% | 1.00% |
Therapeutics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | $ 54 | $ 5,556 | $ 2,981 | |
Therapeutics [Member] | Customer Concentration Risk [Member] | Customer B [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | [2] | $ 2,981 | $ 2,981 | |
Percentage of Revenue | [2] | 0.00% | 54.00% | 100.00% |
Therapeutics [Member] | Customer Concentration Risk [Member] | Customer E [Member] | Revenue Benchmark [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Amount | [2] | $ 54 | $ 2,575 | |
Percentage of Revenue | [2] | 100.00% | 46.00% | 0.00% |
[1] | Customer C revenues are primarily in the United States. | |||
[2] | Customer B revenues are in the United Kingdom and Customer E is in a region other than the United States, United Kingdom or Canada. |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of Segment Revenues to Significant Customers (Detail) (Parenthetical) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Concentration risk percentage | 10.00% |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)Numbershares | Mar. 31, 2020USD ($)Number | Mar. 31, 2019USD ($)Number | Mar. 31, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | ||
Total restricted cash | $ 8,400,000 | $ 8,400,000 | $ 8,400,000 | ||
Inventory valuation reserves | 0 | 0 | 0 | ||
Impairment losses of deferred cost of revenue | 0 | 1,300,000 | $ 6,500,000 | ||
Reduction of deferred cost of revenue | 400,000 | 2,200,000 | |||
Customer refund liability | 900,000 | 4,300,000 | |||
Internal-use software software, capitalized during the period | 4,000,000 | 6,000,000 | 500,000 | ||
internal-use software Software, capitalized during the period | 500,000 | 700,000 | 0 | ||
Impairment of long-lived assets | 0 | 33,213,000 | 0 | ||
Breakage revenue from unreturned kits | 243,920,000 | 305,463,000 | 440,900,000 | ||
Advertising costs | $ 11,200,000 | 62,600,000 | $ 136,800,000 | ||
Deferred advertising costs | $ 2,500,000 | ||||
Consumer Services [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 81.00% | 89.00% | 96.00% | ||
Breakage revenue from unreturned kits | $ 197,525,000 | $ 271,639,000 | $ 425,534,000 | ||
Deferred revenue | 39,300,000 | 39,300,000 | 38,800,000 | 74,100,000 | $ 103,900,000 |
Deferred revenue recognized | $ 34,400,000 | $ 59,900,000 | $ 99,900,000 | ||
Research Services [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 19.00% | 9.00% | 3.00% | ||
Breakage revenue from unreturned kits | $ 46,341,000 | $ 28,268,000 | $ 12,385,000 | ||
Deferred revenue | 31,900,000 | 31,900,000 | 48,600,000 | 48,700,000 | $ 3,400,000 |
Deferred revenue recognized | 42,800,000 | 28,700,000 | 1,900,000 | ||
Deferred revenue related parties | 30,100,000 | 30,100,000 | 45,100,000 | $ 0 | |
Deferred revenue recognized related parties | 39,900,000 | 26,700,000 | |||
Transaction price allocated to remaining performance obligations | $ 61,900,000 | $ 61,900,000 | 108,300,000 | ||
Research Services [Member] | Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 years | ||||
Research Services [Member] | Minimum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year | 1 year | |||
PGS Contracts [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Capitalized contract cost, net | $ 3,300,000 | $ 3,300,000 | 3,900,000 | $ 9,900,000 | |
Capitalized contract cost, amortization period | 1 year | 1 year | |||
Transferred over Time [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Breakage revenue from unreturned kits | $ 24,100,000 | 38,000,000 | 57,000,000 | ||
Consumer And Research Services [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Breakage revenue from unreturned kits | 243,866,000 | 299,907,000 | 437,919,000 | ||
Therapeutics [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Breakage revenue from unreturned kits | $ 54,000 | $ 5,556,000 | $ 2,981,000 | ||
Series F-1 Redeemable Convertible Preferred Stock [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Temporary equity shares outstanding | shares | 17,291,066 | 17,291,066 | |||
Fair value of preferred stock | $ 272,700,000 | $ 272,700,000 | |||
Series F-1 Redeemable Convertible Preferred Stock [Member] | Consumer And Research Services [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value measurement input | 16 | 16 | |||
Series F-1 Redeemable Convertible Preferred Stock [Member] | Therapeutics [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value measurement input | 20 | 20 | |||
Fair Value, Nonrecurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value of the asset group | $ 21,500,000 | $ 21,500,000 | |||
Supplier Concentration Risk [Member] | Cost Of Goods Microwaves [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | ||
Supplier Concentration Risk [Member] | Cost Of Goods Kits [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | ||
Supplier Concentration Risk [Member] | Cost Of Goods Processing Of Customer Samples [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 100.00% | 100.00% | 100.00% | ||
Supplier Concentration Risk [Member] | Cost Of Services Processing Of Customer Samples [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of major laboratory service provider | Number | 1 | 1 | 1 | ||
Covid 19 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment loss on operating lease right of use asset | $ 12,600,000 |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Jul. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payment of stock issuance costs | $ 232 | $ 394 | ||||
Related party transactions revenue recognized | 39,917 | $ 26,749 | 9,514 | |||
Contract with customers liability current | 71,255 | 84,090 | ||||
Contract with customers liability non current | 3,374 | |||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Aggregate receivables by the company pursuant to the agreement | $ 400,000 | 400,000 | ||||
Temporary equity fair value | 272,700 | 272,700 | ||||
Performance obligation transaction price | 127,300 | 127,300 | ||||
Cumulative payments received | 75,000 | |||||
Related party transactions revenue recognized | 39,900 | 26,700 | 9,500 | |||
Contract with customers liability current | 30,100 | 41,700 | ||||
Contract with customers liability non current | 0 | 3,400 | ||||
Performance obligation revenue recognized | 2,600 | |||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Payable towards reimbursement of shared costs | 11,500 | 7,800 | ||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Research and Development Expense [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Expenditure Incurred Pursuant To Cost Sharing Agreements | 18,700 | 19,100 | 6,300 | |||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Cost of Sales [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Expenditure Incurred Pursuant To Cost Sharing Agreements | $ (1,400) | $ 1,000 | (200) | |||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Annual Payment One [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual payment receivable by the company | 25,000 | 25,000 | ||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Annual Payment Two [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual payment receivable by the company | 25,000 | 25,000 | ||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Annual Payment Three [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual payment receivable by the company | 25,000 | 25,000 | ||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Annual Payment Four [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Annual payment receivable by the company | 25,000 | 25,000 | $ 25,000 | |||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Series F Redeemable Preferred Stock [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Temporary equity shares issued during the period shares | 17,291,066 | |||||
Proceeds from redeemable preferred stock net | $ 299,600 | |||||
Temporary equity issue price per share | $ 17.35 | |||||
Payment of stock issuance costs | $ 400 | |||||
Proceeds from redeemable preferred stock net | 300,000 | |||||
Almirall Agreement [Member] | Almirall [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Performance obligation transaction price | 2,700 | 2,700 | ||||
Almirall Agreement [Member] | Almirall [Member] | One Time Payment [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Performance obligation transaction price | 2,500 | 2,500 | ||||
Almirall Agreement [Member] | Almirall [Member] | Payment Over Agreement Term [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Performance obligation transaction price | $ 200 | $ 200 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property And Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 111,212 | $ 112,165 |
Less: accumulated depreciation and amortization | (50,328) | (34,283) |
Property and equipment, net | 60,884 | 77,882 |
Computer And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,252 | 13,364 |
Laboratory Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 48,636 | 49,367 |
Furniture And Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,803 | 8,868 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 39,668 | 39,713 |
Capitalized Asset Retirement Obligations [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 853 | $ 853 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Changes in the Asset Retirement Obligations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Balance, beginning of year | $ 1,078 | |
Accretion expense | 87 | $ 41 |
Liabilities incurred | 1,037 | |
Balance, end of year | $ 1,165 | $ 1,078 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Capitalized internal-use software | $ 9,200 | $ 5,839 |
Less: accumulated amortization | (2,311) | (422) |
Internal-use software, net | $ 6,889 | $ 5,417 |
Balance Sheet Components - Su_3
Balance Sheet Components - Summary of Accrued Expense and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Schedule Of Accrued Liabilities And Other Current Liabilities [Abstract] | ||
Accrued payables | $ 19,869 | $ 23,625 |
Accrued compensation and benefits | 11,749 | 10,378 |
Accrued taxes and other | 335 | 657 |
Total accrued expenses and other current liabilities | $ 31,953 | $ 34,660 |
Balance Sheet Components - Su_4
Balance Sheet Components - Summary of Other Noncurrent Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Other Liabilities, Noncurrent [Abstract] | ||
Asset retirement obligations, noncurrent | $ 1,165 | $ 1,078 |
Liabilities for early exercise of common stock options by related party | 43,821 | |
Total other liabilities, noncurrent | $ 1,165 | $ 44,899 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Depreciation and amortization | $ 18,078 | $ 22,249 | $ 9,901 |
Assets held for sale | 2,933 | ||
Amortization expense for internally developed software | 2,000 | 400 | |
Stock-based compensation expense | 86,696 | 41,058 | 30,299 |
Internal-use software software, capitalized during the period | 500 | 700 | $ 0 |
Software Development [Member] | |||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||
Stock-based compensation expense | $ 300 | $ 100 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring and Related Costs (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges incurred during the period | [1] | $ 44,692 | |
One-time Termination Benefits [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges incurred during the period | 4,633 | ||
Amounts paid during the period | $ (1,053) | (3,580) | |
Balance, end of year | $ 1,053 | ||
[1] | For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | [1] | $ 44,692 | |
23 And Me Holding Company | |||
Restructuring Cost and Reserve [Line Items] | |||
Employee severance and termination benefit expenses | 5,500 | ||
Employee severance and termination benefit expenses non cash stock based compensation | 900 | ||
23 And Me Holding Company | Facility at sunnyvale california [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment loss on operating lease right of use asset | 12,600 | ||
Impairment loss on property plant and equipment | 7,000 | ||
23 And Me Holding Company | Restructuring and other charges [Member] | Phoenix arozona operating facility [Member] | Facility Closing [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Impairment loss on operating lease right of use asset | 600 | ||
Impairment loss on property plant and equipment disposed off | 13,000 | ||
Impairment loss on capitaized internal use software | 700 | ||
Liability for contractually obligated exit costs | 3,000 | ||
23 And Me Holding Company | Restructuring and other charges [Member] | Consolidation of the sales channel network [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Return related fees | 800 | ||
Inventory written off | 1,500 | ||
Payment of return related fees | $ 200 | 100 | |
Accrued return related fees | 500 | 700 | |
Refund of the original purchase price | $ 5,700 | ||
23 And Me Holding Company | Consumer and research services segment [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring expenses | $ 44,700 | ||
[1] | For the year ended March 31, 2020, restructuring includes $0.9 million of stock-based compensation expense related to restructuring activities. |
Leases - Summary of Lease, Cost
Leases - Summary of Lease, Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Lease, Cost [Abstract] | ||||
Operating lease cost, net | [1] | $ 13,614 | $ 10,999 | $ 10,484 |
Variable lease cost | 5,809 | 4,705 | 2,506 | |
Total lease cost | $ 19,423 | $ 15,704 | $ 12,990 | |
[1] | For the year ended March 31, 2020, included in operating lease cost is a $4.9 million reduction to lease cost related to a lease termination. |
Leases - Summary of Assets And
Leases - Summary of Assets And Liabilities Lessee (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | |
Assets: | |||
Operating lease right-of-use assets | $ 63,122 | $ 60,608 | |
Liabilities: | |||
Operating lease liabilities | 6,140 | 7,613 | |
Operating lease liabilities, noncurrent | 87,582 | 82,709 | |
Total operating lease liabilities | [1] | $ 93,722 | $ 90,322 |
[1] | The termination of the operating lease for the Company’s former headquarters facility located in Mountain View, CA occurred during the year ended March 31, 2020. |
Leases - Summary of Weighted Av
Leases - Summary of Weighted Average Remaining Lease Term And Discount Rate (Detail) | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Lessee Disclosure [Abstract] | |||
Weighted-average remaining lease term (in years) | 9 years 2 months 12 days | 10 years 6 months | 10 years 2 months 12 days |
Weighted-average discount rate | 7.00% | 8.00% | 7.00% |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related To Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Cash paid for amounts included in the measurement of operating lease liabilities: | |||
Operating cash flows used in operating leases | $ (14,067) | $ (12,520) | $ (8,547) |
Landlord contributions included in the measurement of operating lease ROU assets: | |||
Operating cash flows provided by operating leases | 3,733 | 9,940 | |
Supplemental disclosure of non-cash operating lease activities: | |||
Operating lease ROU assets obtained in exchange for new operating lease liabilities | $ 12,803 | $ 4,769 | $ 82,348 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments For Operating Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 | |
Year Ending March 31, | |||
2022 | $ 12,567 | ||
2023 | 15,091 | ||
2024 | 15,106 | ||
2025 | 14,350 | ||
2026 | 10,996 | ||
Thereafter | 64,421 | ||
Total future operating lease payments | 132,531 | ||
Less: imputed interest | 38,809 | ||
Total operating lease liabilities | [1] | $ 93,722 | $ 90,322 |
[1] | The termination of the operating lease for the Company’s former headquarters facility located in Mountain View, CA occurred during the year ended March 31, 2020. |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease, Future minimum lease payments | $ 12,100 | ||
Operating lease, Revised lease term | 2025-01 | ||
Operating lease, Option to extend | 7 | ||
Lease cost | $ 19,423 | $ 15,704 | $ 12,990 |
Operating lease, Option to terminate | The termination of the operating lease for the Company’s former headquarters facility located in Mountain View, CA occurred during the year ended March 31, 2020. | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, Conractual terms | 10 years 3 months 18 days | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, Conractual terms | 2 years 4 months 24 days | ||
Lease Termination Member [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lease cost | $ 4,900 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail) - Non Cancellable Purchase Obligation [Member] $ in Thousands | Mar. 31, 2021USD ($) |
Long-term Purchase Commitment [Line Items] | |
2022 | $ 13,968 |
2023 | 15,096 |
2024 | 15,187 |
2025 | 13,275 |
2026 | 9,812 |
Total | $ 67,338 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Other Commitments [Line Items] | |||
Purchases under non cancellable purchase obligations | $ 20.6 | $ 32.4 | $ 49.8 |
Case filed by celmatix [member] | |||
Other Commitments [Line Items] | |||
Loss contingency accrual | $ 100 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock - Temporary equity (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Temporary Equity [Line Items] | ||
Shares Authorized | 91,342,476 | 86,443,341 |
Shares Issued | 91,198,378 | 86,443,341 |
Shares Outstanding | 91,198,378 | 86,443,341 |
Carrying Value | $ 837,351 | $ 755,083 |
Aggregate Liquidation Preference | $ 874,107 | $ 791,607 |
Series A | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 7,119,936 | 7,119,936 |
Shares Issued | 7,119,936 | 7,119,936 |
Shares Outstanding | 7,119,936 | 7,119,936 |
Carrying Value | $ 8,815 | $ 8,815 |
Aggregate Liquidation Preference | $ 8,953 | $ 8,953 |
Series B | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 9,048,560 | 9,048,560 |
Shares Issued | 9,048,560 | 9,048,560 |
Shares Outstanding | 9,048,560 | 9,048,560 |
Carrying Value | $ 27,643 | $ 27,643 |
Aggregate Liquidation Preference | $ 27,779 | $ 27,779 |
Series C | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 9,898,011 | 9,898,011 |
Shares Issued | 9,898,011 | 9,898,011 |
Shares Outstanding | 9,898,011 | 9,898,011 |
Carrying Value | $ 30,961 | $ 30,961 |
Aggregate Liquidation Preference | $ 31,179 | $ 31,179 |
Series D | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 14,435,636 | 14,435,636 |
Shares Issued | 14,435,636 | 14,435,636 |
Shares Outstanding | 14,435,636 | 14,435,636 |
Carrying Value | $ 58,274 | $ 58,274 |
Aggregate Liquidation Preference | $ 58,450 | $ 58,450 |
Series E | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 10,644,057 | 10,644,057 |
Shares Issued | 10,644,057 | 10,644,057 |
Shares Outstanding | 10,644,057 | 10,644,057 |
Carrying Value | $ 114,936 | $ 114,936 |
Aggregate Liquidation Preference | $ 115,246 | $ 115,246 |
Series F | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 18,006,075 | 18,006,075 |
Shares Issued | 18,006,075 | 18,006,075 |
Shares Outstanding | 18,006,075 | 18,006,075 |
Carrying Value | $ 242,168 | $ 242,168 |
Aggregate Liquidation Preference | $ 250,000 | $ 250,000 |
Series F-1 | ||
Temporary Equity [Line Items] | ||
Shares Authorized | 22,190,201 | 17,291,066 |
Shares Issued | 22,046,103 | 17,291,066 |
Shares Outstanding | 22,046,103 | 17,291,066 |
Carrying Value | $ 354,554 | $ 272,286 |
Aggregate Liquidation Preference | $ 382,500 | $ 300,000 |
Redeemable Convertible Prefer_4
Redeemable Convertible Preferred Stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2018USD ($)$ / sharesshares | Jun. 30, 2021 | Mar. 31, 2021BoardofDirectors$ / shares | Mar. 31, 2021USD ($)BoardofDirectors$ / shares | Mar. 31, 2019USD ($) | |
Temporary Equity [Line Items] | ||||||
Payment of stock issuance costs | $ | $ 232 | $ 394 | ||||
Voting Agreement [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of directors who can be voted by the holders of temporary equity upon conversion into common stock | 2 | |||||
Number of directors who can be voted by the holders of temporary and permanent equity | 1 | |||||
Number of directors who can be voted by the holders of permanent equity. | 2 | |||||
Amended Voting Agreement [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Number of directors | BoardofDirectors | 7 | 7 | ||||
Forecast [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Proceeds from initial public offer | $ | $ 50,000 | |||||
Series A | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.07545 | $ 0.07545 | ||||
Temporary equity conversion price per share | $ 1.2575 | $ 1.2575 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series A | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series B | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.1842 | $ 0.1842 | ||||
Temporary equity conversion price per share | $ 3.07 | $ 3.07 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series B | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series C | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.189 | $ 0.189 | ||||
Temporary equity conversion price per share | $ 3.15 | $ 3.15 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series C | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series D | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.2429 | $ 0.2429 | ||||
Temporary equity conversion price per share | $ 4.0490 | $ 4.0490 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series D | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series E | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.64964 | $ 0.64964 | ||||
Temporary equity conversion price per share | $ 10.827271 | $ 10.827271 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series E | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series F | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity dividend per share | $ 0.83305 | $ 0.83305 | ||||
Temporary equity conversion price per share | $ 13.8842 | $ 13.8842 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Series F | Condition For Mandatory Redemption [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Votes as a percentage of stock issued | 60.00% | 60.00% | ||||
Series F-1 | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity shares issued during the period shares | shares | 4,755,037 | |||||
Temporary equity issue price per share | $ 17.35 | |||||
Proceeds from redeemable preferred stock net | $ | $ 82,300 | |||||
Payment of stock issuance costs | $ | $ 200 | |||||
Temporary equity dividend per share | $ 1.041 | $ 1.041 | ||||
Temporary equity conversion price per share | 17.35 | 17.35 | ||||
Temporary equity liquidation preference per share | $ 3.4658 | $ 3.4658 | ||||
Common stock shares issuable for each share of temporary equity converted | 10 | 10 | ||||
Glaxosmith Kline [Member] | Series F | Glaxosmithkline Agreement [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity shares issued during the period shares | shares | 17,291,066 | |||||
Temporary equity issue price per share | $ 17.35 | |||||
Proceeds from redeemable preferred stock net | $ | $ 299,600 | |||||
Payment of stock issuance costs | $ | $ 400 | |||||
Glaxosmith Kline [Member] | Series F-1 | Glaxosmithkline Agreement [Member] | ||||||
Temporary Equity [Line Items] | ||||||
Temporary equity shares issued during the period shares | shares | 17,291,066 |
Common Stock - Summary of Incre
Common Stock - Summary of Increase Decrease In Stockholders Equity (Detail) - shares | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | ||
Common Class A | ||||
Class A shares | ||||
Beginning balance (in Shares) | 8,158,861 | 6,735,372 | 4,191,743 | |
Shares issued from option exercise | 4,740 | |||
Converted from Class B shares | [1] | 866,827 | 1,423,489 | 2,543,629 |
Ending balance | 9,030,428 | 8,158,861 | 6,735,372 | |
Class B shares | ||||
Beginning balance (in Shares) | 8,158,861 | 6,735,372 | 4,191,743 | |
Shares issued from option exercise | 4,740 | |||
Ending balance | 9,030,428 | 8,158,861 | 6,735,372 | |
Common Class B | ||||
Class A shares | ||||
Beginning balance (in Shares) | 36,159,437 | 35,188,144 | 28,819,601 | |
Shares issued from option exercise | 9,969,102 | 2,394,782 | 8,912,172 | |
Ending balance | 45,261,712 | 36,159,437 | 35,188,144 | |
Class B shares | ||||
Beginning balance (in Shares) | 36,159,437 | 35,188,144 | 28,819,601 | |
Shares issued from option exercise | 9,969,102 | 2,394,782 | 8,912,172 | |
Converted to Class A shares | [1] | (866,827) | (1,423,489) | (2,543,629) |
Ending balance | 45,261,712 | 36,159,437 | 35,188,144 | |
[1] | The conversion of Class B Common Stock to Class A Common Stock during all periods presented was due to the sale of Class B Common Stock in secondary sale transactions. In such transactions, each share of Class B Common Stock was automatically converted into one share of Class A Common Stock. |
Common Stock - Summary of Commo
Common Stock - Summary of Common Stock Capital Shares Reserved For Future Issuance (Detail) - shares | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Shares of common stock reserved | 121,596,812 | 120,215,617 | 122,610,399 |
Conversion of redeemable convertible preferred stock | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Shares of common stock reserved | 91,198,378 | 86,443,341 | 86,443,341 |
Outstanding stock options | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Shares of common stock reserved | 29,375,026 | 29,817,566 | 28,067,150 |
Equity Incentive Plan [Member] | Remaining shares available for future issuance under Equity Incentive Plan | |||
Common Stock Capital Shares Reserved For Future Issuance [Line Items] | |||
Shares of common stock reserved | 1,023,408 | 3,954,710 | 8,099,908 |
Common Stock - Additional Infor
Common Stock - Additional Information (Detail) | 12 Months Ended |
Mar. 31, 2021 | |
Common Class A | |
Class of Stock [Line Items] | |
Common stock, Voting rights | one |
Common Class B | |
Class of Stock [Line Items] | |
Common stock, Voting rights | ten |
Common Class C [Member] | |
Class of Stock [Line Items] | |
Common stock, Voting rights | no |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Stock Option Activity And Activity Regarding Shares Available For Grant Under The Plan (Detail) - 2006 Equity Incentive Plan - USD ($) $ / shares in Units, $ in Thousands | Apr. 01, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Opening Balance, Shares Available for Grant | 8,876,172 | 3,954,710 | 8,099,908 | 8,876,172 |
Opening Balance, Outstanding Stock Options | 24,203,058 | 29,817,566 | 28,067,150 | 24,203,058 |
Opening Balance, Weighted-Average Exercise Price | $ 5.05 | $ 7.99 | $ 6.97 | $ 5.05 |
Opening Balance, Aggregate Intrinsic Value | $ 134,591 | $ 106,688 | $ 128,583 | $ 134,591 |
Shares authorized | 6,600,000 | 12,000,000 | ||
Granted | (11,957,813) | (7,061,920) | (14,265,875) | |
Granted, Outstanding Stock Options | 11,957,813 | 7,061,920 | 14,265,875 | |
Granted, Weighted-Average Exercise Price | $ 11.57 | $ 11.55 | $ 11.11 | |
Exercised | (9,973,842) | (2,394,782) | (8,912,172) | |
Exercised, Weighted-Average Exercise Price | $ 7.65 | $ 3.65 | $ 8.11 | |
Exercised, Aggregate Intrinsic Value | $ 47,571 | $ 18,967 | $ 29,900 | |
Cancelled/Forfeited/Expired | 2,426,511 | 2,916,722 | 1,489,611 | |
Cancelled/Forfeited/Expired, Outstanding Stock Options | (2,426,511) | (2,916,722) | (1,489,611) | |
Cancelled/Forfeited/Expired, Weighted-Average Exercise Price | $ 10.29 | $ 10.30 | $ 8.80 | |
Ending Balance, Shares Available for Grant | 1,023,408 | 3,954,710 | 8,099,908 | |
Ending Balance, Outstanding Stock Options | 29,375,026 | 29,817,566 | 28,067,150 | |
Ending Balance, Weighted-Average Exercise Price | $ 9.37 | $ 7.99 | $ 6.97 | |
Weighted-Average Remaining Contractual Life (Years) | 8 years | 7 years 1 month 6 days | 7 years 6 months | 7 years 9 months 18 days |
Ending Balance, Aggregate Intrinsic Value | $ 403,498 | $ 106,688 | $ 128,583 | |
Vested and exercisable, Outstanding Stock Options | 16,164,320 | |||
Vested and exercisable, Weighted-Average Exercise Price | $ 7.77 | |||
Vested and exercisable, Weighted-Average Remaining Contractual Life (Years) | 5 years 9 months 18 days | |||
Vested and exercisable, Aggregate Intrinsic Value | $ 248,018 |
Equity Incentive Plan - Summa_2
Equity Incentive Plan - Summary of The Black-Scholes Assumptions Used To Value Stock Options At The Grant Dates (Detail) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Maximum | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (years) | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 3 months 18 days |
Expected volatility | 68.00% | 62.00% | 54.00% |
Risk-free interest rate | 0.50% | 2.20% | 3.10% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Expected term (years) | 4 years | 5 years | 5 years |
Expected volatility | 61.00% | 53.00% | 52.00% |
Risk-free interest rate | 0.20% | 0.60% | 2.50% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Equity Incentive Plan - Summa_3
Equity Incentive Plan - Summary of The Total Share-Based Compensation Expense Related To Stock Options (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 86,696 | $ 41,058 | $ 30,299 |
Cost of Revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 858 | 733 | 740 |
Research and Development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 21,771 | 16,524 | 13,789 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | 4,081 | 3,988 | 3,616 |
General and Administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 59,986 | 18,932 | $ 12,154 |
Restructuring and Other Charges | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based payment arrangement, expense | $ 881 |
Equity Incentive Plan - Summa_4
Equity Incentive Plan - Summary of The Total Stock-Based Compensation Expense Related To The Secondary Sale Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 86,696 | $ 41,058 | $ 30,299 |
Cost of Revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 858 | 733 | 740 |
Research and Development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 21,771 | 16,524 | 13,789 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 4,081 | 3,988 | 3,616 |
General and Administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 59,986 | 18,932 | 12,154 |
Secondary Sale Transactions | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 1,729 | 3,780 | 7,192 |
Secondary Sale Transactions | Cost of Revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 2 | 15 | 4 |
Secondary Sale Transactions | Research and Development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 48 | 2,510 | 2,282 |
Secondary Sale Transactions | Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | 9 | 360 | 702 |
Secondary Sale Transactions | General and Administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 1,670 | $ 895 | $ 4,204 |
Equity Incentive Plan - Additio
Equity Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Sep. 30, 2020 | Aug. 31, 2020 | Sep. 30, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Proceeds from the exercise of stock options | $ 76,151 | $ 8,830 | $ 72,162 | ||||
2006 Equity Incentive Plan | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Exercise price of stock options as a percentage of fair value of shares | 110.00% | ||||||
Share based compensation by share based payment arrangement options granted | 11,957,813 | 7,061,920 | 14,265,875 | ||||
Share based compensation by share based payment arrangement options excercised | 9,973,842 | 2,394,782 | 8,912,172 | ||||
Share based compensation by share based payment arrangement weighted average grant date fair value of options granted | $ 6.92 | $ 6.25 | $ 6.06 | ||||
Share based compensation by share based payment arrangement stock options unrecognized compensation | $ 83,800 | ||||||
Share based compensation by share based payment arrangement stock options unrecognized compensation weighted average recognition period | 2 years 8 months 12 days | ||||||
2006 Equity Incentive Plan | Share-based Payment Arrangement, Option | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||
Percentage of total stock holding | 10.00% | ||||||
Share based compensation by share based payment arrangement vesting term of stock options | 4 years | ||||||
Share based compensation by share based payment arrangement number of shares authorized | 66,948,537 | 60,348,537 | |||||
Share based compensation by share based payment arrangement number of shares subject to repurchase | 0 | 3,810,417 | |||||
Share based compensation by share based payment arrangement weighted average price of shares repurchased | $ 11.50 | ||||||
2006 Equity Incentive Plan | Share-based Payment Arrangement, Option | Chief Executive Officer | Early Exercise Of Unvested Stock Options | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based compensation by share based payment arrangement options granted | 3,000,000 | ||||||
Share based compensation by share based payment arrangement options excercised | 4,808,423 | 3,000,000 | 4,843,229 | 0 | 5,777,084 | ||
Proceeds from the exercise of stock options | $ 32,600 | $ 34,700 | $ 47,200 | $ 0 | $ 66,400 | ||
Share based compensation by share based payment arrangement early accelarated vesting of unrecognized shares | 7,111,979 | ||||||
Share based compensation by share based payment arrangement unrecognized stock compensation expense recognized | $ 40,400 | ||||||
2006 Equity Incentive Plan | Share-based Payment Arrangement, Option | Accelarated Vesting | Executive Officer | Maximum | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based compensation by share based payment arrangement percentage of accelarated vesting | 100.00% | ||||||
2006 Equity Incentive Plan | Share-based Payment Arrangement, Option | Accelarated Vesting | Executive Officer | Minimum | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Share based compensation by share based payment arrangement percentage of accelarated vesting | 50.00% | ||||||
2006 Equity Incentive Plan | Incentive Stock Options | |||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||
Exercise price of stock options as a percentage of fair value of shares | 100.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Federal income tax expense (benefit) | $ 0 | ||
State income tax expense (benefit) | 0 | ||
Income tax expense (benefit) | $ 0 | $ 0 | $ 0 |
Effective income tax rate reconciliation, Percentage | 0.00% | 0.00% | 0.00% |
Operating loss carry forwards, percentage limitations on use | 80.00% | ||
Operating loss carry forwards, limitations on use | As a result of the Tax Cuts and Jobs Act, net operating losses generated after December 31, 2017 have an indefinite life and losses are limited to 80% of taxable income | ||
Change in deferred tax assets, valuation allowance | $ 28,000,000 | ||
Percentage change in ownership occurred | 50.00% | ||
Significant changes to unrecognized tax benefits, terms | 12 months | ||
Unrecognized tax benefits, accrued interest and penalties | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits that would impact effective tax rate | $ 0 | ||
Operating loss carryforwards, expiration year | 2026 | ||
Research and development | |||
Tax credit carryforward, amount | $ 0 | 0 | |
Indefinite Life | |||
Operating loss carryforwards | 385,700,000 | ||
Domestic Tax Authority | |||
Operating loss carryforwards | 733,300,000 | 665,100,000 | |
State and Local Jurisdiction | |||
Operating loss carryforwards | $ 410,500,000 | $ 381,700,000 | |
Non Deductible Stock Based Compensation And Change In Valuation Allowance | |||
Effective income tax rate reconciliation, Percentage | 0.00% |
Income Taxes - Summary of the C
Income Taxes - Summary of the Components of the Company's Loss Before Provision For (Benefit From) Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Net income (loss) | $ (183,619) | $ (250,863) | $ (183,533) |
Domestic | |||
Net income (loss) | $ (183,619) | $ (250,863) | $ (183,533) |
Income Taxes - Schedule of the
Income Taxes - Schedule of the Differences Between the Statutory Tax Rate and the Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory federal tax expense rate | 21.00% | 21.00% | 21.00% |
State taxes, net of federal benefit | 0.00% | 0.00% | 0.00% |
Non-deductible stock-based compensation | (7.00%) | (2.00%) | (2.00%) |
Change in valuation allowance | (14.00%) | (19.00%) | (19.00%) |
Other | 0.00% | 0.00% | 0.00% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of 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 (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Mar. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 181,020 | $ 165,161 |
Accruals and reserves | 3,591 | 4,596 |
Stock-based compensation | 6,291 | 6,552 |
Deferred revenue | 17,785 | 5,152 |
Operating lease liabilities | 23,393 | 23,160 |
Intangibles | 355 | 75 |
Other | 391 | 390 |
Gross deferred tax assets | 232,826 | 205,086 |
Valuation allowance | (213,267) | (185,249) |
Total deferred tax assets | 19,559 | 19,837 |
Deferred tax liabilities: | ||
Prepaid expenses | (841) | (885) |
Operating lease right-of-use assets | (15,755) | (15,541) |
Property and equipment | (2,963) | (3,411) |
Gross deferred tax liabilities | (19,559) | (19,837) |
Net deferred taxes |
Income Taxes - Summary of a Rec
Income Taxes - Summary of a Reconciliation of the Beginning and Ending Balance of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Opening Balance | $ 299 | $ 282 | $ 234 |
Decreases in unrecognized tax benefits related to prior year tax positions | (299) | ||
Increases in unrecognized tax benefits related to current year tax positions | 17 | 48 | |
Ending Balance | $ 299 | $ 282 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Summary of Computation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator | |||
Net loss attributable to common stockholders | $ (183,619) | $ (250,863) | $ (183,533) |
Denominator | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 43,449,826 | 38,453,767 | 34,482,458 |
Net loss per share attributable to common stockholders, basic and diluted | $ (4.23) | $ (6.52) | $ (5.32) |
Common Class A [Member] | |||
Numerator | |||
Net loss attributable to common stockholders | $ (37,070) | $ (49,094) | $ (28,592) |
Denominator | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 8,771,824 | 7,525,465 | 5,371,951 |
Net loss per share attributable to common stockholders, basic and diluted | $ (4.23) | $ (6.52) | $ (5.32) |
Common Class B [Member] | |||
Numerator | |||
Net loss attributable to common stockholders | $ (146,549) | $ (201,769) | $ (154,941) |
Denominator | |||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted | 34,678,002 | 30,928,302 | 29,110,507 |
Net loss per share attributable to common stockholders, basic and diluted | $ (4.23) | $ (6.52) | $ (5.32) |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of the Potential Shares of Common Stock that were Excluded from the Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Common Class A [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,898,294 | ||
Common Class A [Member] | Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,898,294 | ||
Common Class B [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 112,675,110 | 120,071,324 | 119,795,908 |
Common Class B [Member] | Convertible Preferred Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 91,198,378 | 86,443,341 | 86,443,341 |
Common Class B [Member] | Share-based Payment Arrangement, Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 21,476,732 | 29,817,566 | 28,067,150 |
Common Class B [Member] | Issuance Of Common Stock Upon Early Exercise Of Options Unvested [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,810,417 | 5,285,417 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - 401(k) Plan - USD ($) | Jan. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 |
Defined contribution plan, Contribution per employee | 75.00% | |||
Defined contribution plan, Cost | $ 1,500,000 | $ 1,700,000 | $ 800,000 | |
Bi Monthly Cycle [Member] | ||||
Defined contribution plan, Description | The Company has a defined contribution plan in the U.S. intended to qualify under Section 401 of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis | |||
Defined contribution plan, Company matching contribution per pay check | $ 75 | $ 75 | ||
Defined contribution plan, Company matching contribution per pay check period increase or decrease | $ 95.84 | |||
Per Calendar Year [Member] | Maximum [Member] | ||||
Defined contribution plan, Company matching contribution | $ 2,300 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Dec. 31, 2020 | Jul. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Series F-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares issued during the period shares | 4,755,037 | |||||
Glaxosmithkline Agreement [Member] | Glaxosmith Kline [Member] | Series F-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Temporary equity shares issued during the period shares | 17,291,066 | |||||
Business collaborations, percentage of voting rights | 10.00% | 10.00% | 10.00% | |||
Early Exercise Of Unvested Stock Options [Member] | Chief Executive Officer [Member] | Share-based Payment Arrangement, Option [Member] | Two Thousand And Six Equity Incentive Plan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation by share based payment arrangement early accelarated vesting of unrecognized shares | 7,111,979 | |||||
Share based compensation by share based payment arrangement unrecognized stock compensation expense recognized | $ 40.4 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jun. 21, 2021USD ($)Votes$ / sharesshares | Jun. 16, 2021USD ($)$ / sharesshares | Feb. 04, 2021USD ($)$ / sharesshares | Jun. 21, 2021USD ($)$ / sharesshares | Jun. 30, 2021shares | Mar. 31, 2021shares | Mar. 31, 2020shares |
Vesting Based On Services [Member] | Restricted Stock [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, Options, Grants in period, Gross | 1,237,255 | ||||||
Data Services [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Purchase obligation | $ | $ 33,000,000 | $ 33,000,000 | |||||
Long term purchase commitment period | 3 years | ||||||
Merger Agreement | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrants or rights outstanding | 25,065,665 | 25,065,665 | |||||
Class of warrants or rights term | 5 years | 5 years | |||||
Class of warrants or rights exercise price per share | $ / shares | $ 11.50 | $ 11.50 | |||||
Proceeds received on close of merger | $ | $ 592,000,000 | ||||||
Payment of costs in connection with merger | $ | 66,600,000 | ||||||
Deferred transaction costs | $ | $ 4,000,000 | ||||||
Merger Agreement | Subsequent Event [Member] | Private Placement Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrants or rights outstanding | 8,113,999 | 8,113,999 | |||||
Merger Agreement | Subsequent Event [Member] | Public Warrants [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of warrants or rights outstanding | 16,951,666 | 16,951,666 | |||||
Common Class A | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares outstanding | 9,030,428 | 8,158,861 | |||||
Common Class A | Comparable Restricted Stock [Member] | Conversion [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, Conversion of RSU to comparable RSU | 2,837,889 | ||||||
Common Class A | Subscription Agreement | PIPE Investments | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, Shares subscribed | 25,000,000 | ||||||
Common stock, Shares subscribed price per share | $ / shares | $ 10 | ||||||
Common stock, Shares subscribed value | $ | $ 250,000,000 | ||||||
Common Class A | Subscription Agreement | Anne Wojcicki Foundation | |||||||
Subsequent Event [Line Items] | |||||||
Common stock, Shares subscribed | 2,500,000 | ||||||
Common Class A | Merger Agreement | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Ratio of conversion of common stock from one class to another | 2.293698169 | 2.293698169 | |||||
Common stock shares number of shares exercisable for each unit of option | 2.293698169 | 2.293698169 | |||||
Class of warrants or rights exercise price per share | Votes | 1 | ||||||
Common Class B | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares outstanding | 45,261,712 | 36,159,437 | |||||
Common Class B | Merger Agreement | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Ratio of conversion of common stock from one class to another | 2.293698169 | 2.293698169 | |||||
Common stock shares number of shares exercisable for each unit of option | 2.293698169 | 2.293698169 | |||||
Class of warrants or rights exercise price per share | Votes | 10 | ||||||
Common Class B | IPO Letter Agreement | Founder | Subsequent Event [Member] | Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares outstanding | 12,713,750 | ||||||
Percentage of the total number of shares subject to lock in period | 70.00% | ||||||
Lock in period of shares | 1 year | ||||||
Common Class B | IPO Letter Agreement | Founder | Prospective Event Triggering Shares Being Released From Lock Up [Member] | Subsequent Event [Member] | Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price | $ / shares | $ 12 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Waiting period after business combination after which the share price is determined | 150 days | ||||||
Common Class B | Amended IPO Letter Agreement | Founder | Subsequent Event [Member] | Tranche Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock shares outstanding | 3,814,125 | ||||||
Percentage of the total number of shares subject to lock in period | 30.00% | ||||||
Lock in period of shares | 7 years | ||||||
Common Class B | Amended IPO Letter Agreement | Founder | Subsequent Event [Member] | Tranche Two [Member] | Earnout Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of earn out shares that can be released from lock in requirement | 50.00% | ||||||
Common Class B | Amended IPO Letter Agreement | Founder | Subsequent Event [Member] | Tranche Two [Member] | Earnout Tranche Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Percentage of earn out shares that can be released from lock in requirement | 50.00% | ||||||
Common Class B | Amended IPO Letter Agreement | Founder | Prospective Event Triggering Shares Being Released From Lock Up [Member] | Subsequent Event [Member] | Tranche Two [Member] | Earnout Tranche One [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price | $ / shares | $ 12.50 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days | ||||||
Common Class B | Amended IPO Letter Agreement | Founder | Prospective Event Triggering Shares Being Released From Lock Up [Member] | Subsequent Event [Member] | Tranche Two [Member] | Earnout Tranche Two [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share price | $ / shares | $ 15 | ||||||
Number of trading days for determining the share price | 20 days | ||||||
Number of consecutive trading days for determining the share price | 30 days |