Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-39482 | |
Entity Registrant Name | Sema4 Holdings Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1966622 | |
Entity Address, Address Line One | 333 Ludlow Street | |
Entity Address, Address Line Two | North Tower, 8th Floor | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902 | |
City Area Code | 800 | |
Local Phone Number | 298-6470 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 380,641,510 | |
Entity Central Index Key | 0001818331 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | SMFR | |
Security Exchange Name | NASDAQ | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | SMFRW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 284,647 | $ 400,569 |
Accounts receivable, net | 45,803 | 26,509 |
Due from related parties | 1,110 | 54 |
Inventory, net | 41,601 | 33,456 |
Prepaid expenses | 21,547 | 19,154 |
Other current assets | 7,993 | 3,802 |
Total current assets | 402,701 | 483,544 |
Operating lease right-of-use assets | 44,038 | 0 |
Property and equipment, net | 89,455 | 62,719 |
Intangible assets, net | 193,663 | 0 |
Goodwill | 181,184 | 0 |
Restricted cash | 14,370 | 900 |
Other assets | 7,869 | 6,930 |
Total assets | 933,280 | 554,093 |
Current liabilities: | ||
Accounts payable and accrued expenses | 115,878 | 64,801 |
Due to related parties | 2,354 | 2,623 |
Contract liabilities | 0 | 473 |
Short-term lease liabilities | 4,755 | 0 |
Total | 81,619 | 33,387 |
Total current liabilities | 204,606 | 101,284 |
Long-term debt, net of current portion | 11,000 | 11,000 |
Long-term lease liabilities | 62,806 | 0 |
Other liabilities | 500 | 21,907 |
Deferred taxes | 2,668 | 0 |
Warrant liability | 7,258 | 21,555 |
Earn-out contingent liabilities | 7,168 | 10,244 |
Total liabilities | 296,006 | 165,990 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred Stock, $0.0001 par value: 1,000,000 and 0 shares authorized at June 30, 2022 and December 31, 2021, respectively; 0 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Class A common stock, $0.0001 par value, 1,000,000,000 shares authorized, 379,896,799 shares issued and outstanding at June 30, 2022 and $0.0001 par value: 380,000,000 shares authorized, 242,647,604 shares issued and outstanding at December 31, 2021 | 38 | 24 |
Additional paid-in capital | 1,375,315 | 963,520 |
Accumulated deficit | (738,079) | (575,441) |
Total stockholders’ equity | 637,274 | 388,103 |
Total liabilities and stockholders’ equity | $ 933,280 | $ 554,093 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 380,000,000 |
Common stock, issued (in shares) | 379,896,799 | 242,647,604 |
Common stock, outstanding (in shares) | 379,896,799 | 242,647,604 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
Total revenue | $ 36,169 | $ 47,015 | [1] | $ 90,110 | $ 111,216 | [1] |
Cost of services (including related party expenses of $1,348 and $1,008 for the three months ended and $2,404 and $1,286 for the six months ended June 30, 2022 and 2021, respectively) | 65,767 | 48,179 | [1] | 114,083 | 116,703 | [1] |
Gross profit (loss) | (29,598) | (1,164) | [1] | (23,973) | (5,487) | [1] |
Research and development | 27,168 | 11,952 | [1] | 48,483 | 65,085 | [1] |
Selling and marketing | 36,118 | 18,574 | [1] | 65,665 | 53,940 | [1] |
General and administrative | 68,034 | 12,870 | [1] | 110,818 | 114,908 | [1] |
Related party expenses | 1,731 | 888 | [1] | 3,015 | 2,685 | [1] |
Loss from operations | (162,649) | (45,448) | [1] | (251,954) | (242,105) | [1] |
Other income (expense), net: | ||||||
Change in fair market value of warrant and earn-out contingent liabilities | 28,182 | 0 | [1] | 41,372 | 0 | [1] |
Interest income | 382 | 9 | [1] | 409 | 30 | [1] |
Interest expense | (790) | (722) | [1] | (1,598) | (1,445) | [1] |
Other income | 56 | 0 | [1] | 56 | 5,584 | [1] |
Total other income (expense), net | 27,830 | (713) | [1] | 40,239 | 4,169 | [1] |
Loss before income taxes | (134,819) | (46,161) | [1] | (211,715) | (237,936) | [1] |
Income tax benefit | 49,077 | 0 | [1] | 49,077 | 0 | [1],[2] |
Net loss and comprehensive loss | (85,742) | $ (46,161) | [1],[3] | (162,638) | $ (237,936) | [1],[2] |
Net loss and comprehensive loss | $ (85,742) | $ (162,638) | ||||
Weighted average shares outstanding, basic (in shares) | 337,752,029 | 1,100,734 | 291,318,351 | 826,778 | ||
Weighted average shares outstanding, diluted (in shares) | 337,752,029 | 1,100,734 | 291,318,351 | 826,778 | ||
Basic net loss per share (in dollars per share) | $ (0.25) | $ (41.94) | $ (0.56) | $ (287.79) | ||
Diluted net loss per share (in dollars per share) | $ (0.25) | $ (41.94) | $ (0.56) | $ (287.79) | ||
Class A Common Stock | ||||||
Other income (expense), net: | ||||||
Weighted average shares outstanding, basic (in shares) | 337,752,029 | 1,100,734 | [1] | 291,318,351 | 826,778 | [1] |
Weighted average shares outstanding, diluted (in shares) | 337,752,029 | 1,100,734 | [1] | 291,318,351 | 826,778 | [1] |
Basic net loss per share (in dollars per share) | $ (0.25) | $ (41.94) | [1] | $ (0.56) | $ (287.79) | [1] |
Diluted net loss per share (in dollars per share) | $ (0.25) | $ (41.94) | [1] | $ (0.56) | $ (287.79) | [1] |
Diagnostic test revenue | ||||||
Total revenue | $ 34,004 | $ 44,803 | [1] | $ 86,499 | $ 107,563 | [1] |
Other revenue | ||||||
Total revenue | $ 2,165 | $ 2,212 | [1] | $ 3,611 | $ 3,653 | [1] |
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed.[2]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed.[3]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made which impacted previously reported net loss for the second quarter of 2021 and the adjusted net loss is reflected as disclosed. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
Total revenue | $ 36,169 | $ 47,015 | [1] | $ 90,110 | $ 111,216 | [1] |
Cost of services | 65,767 | 48,179 | [1] | 114,083 | 116,703 | [1] |
Affiliated Entities | ||||||
Cost of services | 1,348 | 1,008 | 2,404 | 1,286 | ||
Diagnostic test revenue | ||||||
Total revenue | 34,004 | 44,803 | [1] | 86,499 | 107,563 | [1] |
Diagnostic test revenue | Affiliated Entities | ||||||
Total revenue | 413 | 37 | 583 | 70 | ||
Other revenue | ||||||
Total revenue | 2,165 | 2,212 | [1] | 3,611 | 3,653 | [1] |
Other revenue | Affiliated Entities | ||||||
Total revenue | $ 73 | $ 62 | $ 147 | $ 89 | ||
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed. |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Redeemable Convertible Preferred Stock Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock | Additional paid-in capital | Accumulated deficit | Class A Common Stock | Class A Common Stock Common Stock | Class B Common Stock Common Stock | |||
Beginning balance (in shares) at Dec. 31, 2020 | 171,535,213 | |||||||||
Beginning balance at Dec. 31, 2020 | $ 334,439 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 171,535,213 | |||||||||
Ending balance at Jun. 30, 2021 | $ 334,439 | |||||||||
Beginning balance (in shares) at Dec. 31, 2020 | 124 | 130,557 | ||||||||
Beginning balance at Dec. 31, 2020 | (330,051) | $ 0 | $ (330,051) | [1] | $ 0 | $ 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (237,936) | [2],[3] | (237,936) | [1] | ||||||
Stock option exercises (in shares) | 4,334 | 1,253,179 | ||||||||
Stock option exercises | 1,483 | 1,483 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 4,458 | 1,383,736 | ||||||||
Ending balance at Jun. 30, 2021 | $ (566,504) | 1,483 | (567,987) | [1] | $ 0 | $ 0 | ||||
Beginning balance (in shares) at Mar. 31, 2021 | 171,535,213 | |||||||||
Beginning balance at Mar. 31, 2021 | $ 334,439 | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 171,535,213 | |||||||||
Ending balance at Jun. 30, 2021 | $ 334,439 | |||||||||
Beginning balance (in shares) at Mar. 31, 2021 | 124 | 748,761 | ||||||||
Beginning balance at Mar. 31, 2021 | (521,826) | 0 | (521,826) | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | [1] | (46,161) | [3] | (46,161) | ||||||
Stock option exercises (in shares) | 4,334 | 634,975 | ||||||||
Stock option exercises | 1,483 | 1,483 | ||||||||
Ending balance (in shares) at Jun. 30, 2021 | 4,458 | 1,383,736 | ||||||||
Ending balance at Jun. 30, 2021 | $ (566,504) | 1,483 | (567,987) | [1] | $ 0 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2021 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||
Beginning balance (in shares) at Dec. 31, 2021 | 242,647,604 | |||||||||
Beginning balance at Dec. 31, 2021 | 388,103 | 963,520 | (575,441) | $ 24 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (162,638) | (162,638) | ||||||||
Stock option exercises (in shares) | 6,325,176 | 6,325,176 | ||||||||
Stock option exercises | 1,870 | 1,869 | $ 1 | |||||||
Stock based compensation expense | 40,280 | 40,280 | ||||||||
Shares issued for PIPE, net of issuance costs (in Shares) | 50,000,000 | |||||||||
Shares issued for PIPE, net of issuance costs | $ 5 | |||||||||
Shares issued for PIPE, net of issuance costs | 197,659 | 197,654 | ||||||||
Shares issued for acquisition (in Shares) | [4] | 80,000,000 | ||||||||
Shares issued for acquisition | [4] | 172,000 | 171,992 | $ 8 | ||||||
Vested restricted stock units converted to common stock (in shares) | 924,019 | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 379,896,799 | ||||||||
Ending balance at Jun. 30, 2022 | $ 637,274 | $ 0 | 1,375,315 | (738,079) | $ 38 | |||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | |||||||||
Ending balance at Jun. 30, 2022 | $ 0 | |||||||||
Beginning balance (in shares) at Mar. 31, 2022 | 245,154,475 | |||||||||
Beginning balance at Mar. 31, 2022 | 329,444 | $ 0 | 981,757 | (652,337) | $ 24 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | (85,742) | (85,742) | ||||||||
Stock option exercises (in shares) | 4,216,674 | |||||||||
Stock option exercises | 1,192 | 1,191 | $ 1 | |||||||
Stock based compensation expense | 22,721 | 22,721 | ||||||||
Shares issued for PIPE, net of issuance costs (in Shares) | 50,000,000 | |||||||||
Shares issued for PIPE, net of issuance costs | $ 5 | |||||||||
Shares issued for PIPE, net of issuance costs | 197,659 | 197,654 | ||||||||
Shares issued for acquisition (in Shares) | 80,000,000 | |||||||||
Shares issued for acquisition | 172,000 | 171,992 | $ 8 | |||||||
Vested restricted stock units converted to common stock (in shares) | 525,650 | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 0 | 379,896,799 | ||||||||
Ending balance at Jun. 30, 2022 | $ 637,274 | $ 0 | $ 1,375,315 | $ (738,079) | $ 38 | |||||
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made which impacted previously reported net loss for the second quarter of 2021 and the adjusted net loss is reflected as disclosed.[2]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed.[3]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed.[4]Of the 80 million shares issued for acquisition, 8.3 million shares are held by an escrow agent for a one year escrow period During this period, the seller retains all rights with respect to the escrow shares, including voting rights and rights to receive dividends and other distributions on such escrow shares. |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Redeemable Convertible Preferred Stock Stockholders' Equity (Deficit) (Parenthetical) | 6 Months Ended | |
Jun. 30, 2022 shares | ||
Escrow Agent | ||
Escrow period | 1 year | |
Class A common stock | Common Stock | ||
Shares issued for acquisition (in Shares) | 80,000,000 | [1] |
Class A common stock | Common Stock | Escrow Agent | ||
Shares issued for acquisition (in Shares) | 8,300,000 | |
[1]Of the 80 million shares issued for acquisition, 8.3 million shares are held by an escrow agent for a one year escrow period During this period, the seller retains all rights with respect to the escrow shares, including voting rights and rights to receive dividends and other distributions on such escrow shares. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | [1] | |
Operating activities | |||
Net loss | $ (162,638) | $ (237,936) | [2] |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization expense | 14,767 | 10,521 | |
Stock-based compensation expense | 40,280 | 164,443 | |
Change in fair value of warrant and earn-out contingent liabilities | (41,372) | 0 | |
Income tax benefit | (49,077) | 0 | [2] |
Provision for excess and obsolete inventory | 347 | 2,466 | |
Non-cash lease expense | 331 | 383 | |
Amortization of deferred debt issuance costs | 257 | 0 | |
Change in operating assets and liabilities, net of effects from purchase of business: | |||
Accounts receivable | 2,357 | 7,476 | |
Inventory | (2,282) | (6,632) | |
Prepaid expenses and other current assets | 2,910 | (9,697) | |
Due to/from related parties | (1,325) | (295) | |
Other assets | (1,126) | 0 | |
Accounts payable and accrued expenses | 35,712 | 10,028 | |
Contract liabilities | (473) | (442) | |
Other current liabilities | (4,807) | (7,824) | |
Net cash used in operating activities | (166,139) | (67,509) | |
Investing activities | |||
Purchase of business, net of cash acquired | (127,004) | 0 | |
Purchases of property and equipment | (2,748) | (3,320) | |
Development of internal-use software assets | (4,458) | (6,155) | |
Net cash used in investing activities | (134,210) | (9,475) | |
Financing activities | |||
Proceeds from PIPE issuance, net of issuance costs | 197,712 | 0 | |
Payment of deferred transaction costs | 0 | (2,779) | |
Finance lease principal payments | (1,634) | (1,994) | |
Long-term debt principal payments | 0 | (848) | |
Exercise of stock options | 1,819 | 974 | |
Net cash provided by (used) in financing activities | 197,897 | (4,647) | |
Net decrease in cash, cash equivalents and restricted cash | (102,452) | (81,631) | |
Cash, cash equivalents and restricted cash, at beginning of period | 401,469 | 118,960 | |
Cash, cash equivalents and restricted cash, at end of period | 299,017 | 37,329 | |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 1,193 | 1,445 | |
Cash paid for taxes | 365 | 0 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 172,000 | 0 | |
Purchases of property and equipment in accounts payable and accrued expenses | 3,243 | 87 | |
Software development costs in accounts payable and accrued expenses | 1,118 | 1,225 | |
Unpaid deferred transaction costs included in accounts payable and accrued expenses | 53 | 5,799 | |
Non-cash impact of shares reclass into APIC | $ 0 | $ 1,483 | |
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed.[2]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed. |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Sema4 Holdings Corp. (“Sema4 Holdings”) through its subsidiaries Sema4 OpCo, Inc., formerly Mount Sinai Genomics Inc., a Delaware corporation (“Legacy Sema4”), and GeneDx Holding 2, LLC, provides genomics-related diagnostic and information services and pursues genomics medical research. Legacy Sema4 utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. Legacy Sema4 provides a variety of genetic diagnostic tests and information with a focus on reproductive health, including pediatric, oncology and other conditions. Legacy Sema4 primarily serves healthcare professionals who work with their patients and bills third-party payors across the United States, with a substantial portion of its diagnostic testing volume occurring in New York, California, Florida, Connecticut and New Jersey. On July 22, 2021 (the “Closing Date”), CM Life Sciences, Inc. (“CMLS”) completed the acquisition of Legacy Sema4, pursuant to that certain Agreement and Plan of Merger (as amended, the “Business Combination Merger Agreement”), dated February 9, 2021. On the Closing Date, S-IV Sub, Inc. merged with and into the Legacy Sema4, with Legacy Sema4 surviving the merger as a wholly-owned subsidiary of CMLS (the “Business Combination Merger” and, together with the other transactions contemplated by the Business Combination Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, CMLS changed its name to “Sema4 Holdings Corp.” and Legacy Sema4 changed its name to “Sema4 OpCo, Inc.” All equity securities of Legacy Sema4 were converted into the right to receive the applicable portion of the merger consideration. The Business Combination Merger was accounted for as a reverse recapitalization with Legacy Sema4 as the accounting acquirer and CMLS as the acquired company for accounting purposes. The shares and net loss per common share, prior to the Business Combination Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Merger (1 share of Legacy Sema4 Class A common stock for 123.8339 shares of Sema4 Holdings Class A common stock (the “Class A common stock”) (the “Conversion Ratio”). Prior to the Business Combination Merger, shares of CMLS Class A common stock, CMLS’s public warrants, and CMLS’s public units were traded on the Nasdaq Capital Market under the ticker symbols “CMLF”, “CMFLW”, and “CMLFU” respectively. On July 23, 2021, shares of Sema4 Holdings Class A common stock and Sema4 Holdings’ public warrants began trading on the Nasdaq Global Select Market (the “Nasdaq”) under the ticker symbols “SMFR” and “SMFRW,” respectively. In addition, on April 29, 2022, the Company consummated the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 14, 2022 (as amended, the “ Acquisition Merger Agreement”), by and among the Company and GeneDx, Inc. (“GeneDx”), a New Jersey corporation and wholly-owned subsidiary of OPKO Health, Inc. (“OPKO”), GeneDx Holding 2, Inc., which held 100% of GeneDx (“Holdco2”), at the Effective Time (as defined in the Acquisition Merger Agreement) and OPKO, which provided for, among other things, the acquisition of GeneDx from OPKO. After giving effect to the mergers and the other transactions contemplated by the Acquisition Merger Agreement (the “Acquisition”), GeneDx was converted into a Delaware limited liability company and became the Company’s wholly-owned indirect subsidiary. See Note 3, “Business Combination,” for additional details regarding the Business Combination and Acquisition. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company,” or “Sema4” refer to (i) Legacy Sema4 prior to the consummation of the Business Combination; and (ii) Sema4 Holdings and its subsidiaries following the consummation of the Business Combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. As such, the accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto as of and for the years ended December 31, 2021, 2020 and 2019 included in the Company’s Annual Report on Form 10-K for the year ended December 21, 2021 filed on March 14, 2022 (the “Annual Report”). The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to state fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to a Transition Services Agreement ("TSA") and service agreements. See Note 7, “Related Party Transactions”. As discussed in the Company’s Annual Report, the Company identified the misclassification of certain expenses and out of period adjustments generally related to the recognition of cost of services. The impact of these adjustments were disclosed in the Company’s Annual Report and are reflected in the condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of redeemable convertible preferred stock and stockholders’ equity (deficit) and condensed consolidated statements of cash flows for the period ended June 30, 2021. Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents will be sufficient to fund operations for at least the next twelve months from the date of filing of this Form 10-Q. Segment Information The Company operates and manages its business as one reportable operating segment based on how the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance and allocates resources across the business. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the capitalization of software costs and the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). Actual results could differ materially from those estimates, judgments and assumptions. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. The Company has balances in financial institutions that exceed federal depository insurance limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant customers and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2022 and December 31, 2021 were primarily from large managed care insurance companies and a reference laboratory. There was no individual patient that accounted for 10% or more of the Company’s revenue or accounts receivable for any of the periods presented. The Company does not require collateral as a means to mitigate customer credit risk. For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended June 30, Six months ended June 30, As of June 30, As of December 31, 2022 2021 2022 2021 2022 2021 Payor A (**) * 21% * 17% 22% 15% Payor B * * * * * 15% Payor C 12% 13% 10% 13% * * Payor D 10% * 10% 10% * * Payor E 19% * * * * * *less than 10% ** This payor represented less than 10% of the Company’s total revenues during the second quarter of 2022 due to a reversal of revenue recorded for this payor in the quarter due to this payor’s allegation regarding certain overpayments the Company allegedly received from this payor for services alleged to be uncovered by, or were not otherwise properly billed to, this payor. Refer to Note 4, “Revenue Recognition.” The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 13% and 10% for the three months ended June 30, 2022 and 2021, respectively and 13% and 11% for the six months ended June 30, 2022 and 2021, respectively. This risk is managed by maintaining a target quantity of surplus stock. Impact of COVID-19 Beginning in April 2020, the Company’s diagnostic test volumes decreased significantly as compared to the prior year as a result of the initial outbreak of the COVID-19 pandemic and the related limitations and priorities across the healthcare system. In response, beginning in May 2020, the Company entered into several service agreements with state governments and healthcare institutions to provide testing for the presence of COVID-19 variants. While test volumes have since improved, the Company continues to experience changes in the mix of tests due to the impact of the COVID-19 pandemic. COVID-19 could continue to have a material impact on the Company’s results of operations, cash flows and financial condition for the foreseeable future. In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law which was a stimulus bill that, among other things, provided assistance to qualifying businesses and individuals and included funding for the healthcare system. During 2020, as part of the stimulus provided by the CARES Act, the Company received $5.4 million, comprised of $2.6 million received under the Provider Relief Fund (“PRF”) distribution and $2.8 million received under the Employee Retention Credit (“ERC”) distribution which was recorded in other current liabilities and reflected in this balance as of June 30, 2022 and December 31, 2021. During the three months ended March 31, 2021, the Company received an additional $5.6 million under the PRF distribution, which was recognized in other income in the condensed consolidated statements of operations and comprehensive loss. Additionally, under the CARES Act, the Company deferred payment of U.S. social security taxes in 2020. As a result, $3.8 million of employer payroll tax payments were initially deferred as of December 31, 2020 with $1.9 million paid in December 2021 and the remaining $1.9 million payment will be made in December 2022. As of June 30, 2022, the remaining payable is recorded in other current liabilities. Following the Company’s announcement that it would discontinue COVID-19 testing services by March 31, 2022, the Company no longer provides COVID-19 testing services. During the six months ended June 30, 2022, the Company wrote off an accounts receivable balance of $0.5 million related to COVID-19 testing services. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows (in thousands): As of June 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 284,647 $ 400,569 Restricted cash 14,370 900 Total $ 299,017 $ 401,469 Restricted cash as of June 30, 2022 includes $13.5 million escrow fund as restricted cash related to the closing of the GeneDx Acquisition. The escrow amount is to be held for a period of 12 months following the closing date of the Acquisition as a fund for OPKO’s indemnification obligations pursuant to the Acquisition Merger Agreement. In addition, restricted cash as of June 30, 2022 consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases (see Note 9, “Leases” ). Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. Intangible Assets Amortizable intangible assets include trade names and trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets acquired through our business combinations in the second quarter of 2022 are amortized on a straight line basis. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other, the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company will perform annual impairment reviews of goodwill during the fourth fiscal quarter or more frequently if business factors indicate. The Company did not incur any goodwill impairment losses during the second quarter ended June 30, 2022. Warrant Liability As of the consummation of the Business Combination Merger in July 2021, there were 21,995,000 warrants to purchase shares of Class A common stock outstanding, including 14,758,333 public warrants and 7,236,667 private placement warrants. As of December 31, 2021, there were 21,994,972 warrants to purchase shares of Class A common stock outstanding, including 14,758,305 public warrants and 7,236,667 private placement warrants outstanding. Each warrant expires five years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, at any time commencing on September 4, 2021. The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $18.00 as described below: • in whole and not in part; • at a price of $0.01 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders. The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $10.00 as described below: • in whole and not in part; • at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance in accordance with ASC 480-Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Contingent consideration (GeneDx) In connection with the Acquisition of GeneDx, up to $150 million of contingent payments will be payable to OPKO in cash and/or shares of Company’s Class A common stock with such mix to be determined in the Company’s sole discretion,based upon achievement of 2022 and 2023 revenue milestones, pursuant to the Acquisition Merger Agreement (the “Milestone Payments”). If the Company elects to pay in shares of Class A common stock, the Acquisition Merger Agreement provides that the shares issues are to be valued at $4.86 per share. Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment of $112.5 million will become due and payable if the revenue of the GeneDx group for the fiscal year 2022 equals or exceeds $163 million and (b) the second Milestone Payment of $37.5 million will become due and payable if the revenue of the GeneDx group for the fiscal year 2023 equals or exceeds $219 million (each of clauses (a) and (b), a “Milestone Event”); provided that 80% of the Milestone Payment for the first milestone period or the second milestone period, as applicable, will become payable in respect of such period if the GeneDx group achieves 90% of the applicable Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the applicable Milestone Payment at 100% of the applicable revenue target. The fair value of the Milestone Payment which was determined to be $35 million as of June 30, 2022 is estimated using a Monte Carlo simulation valuation model. Earn-out contingent liability In connection with the Business Combination Merger, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 19,021,576 earn-out shares and earn-out RSUs. Based on an assessment of the earn-out shares for the Legacy Sema4 stockholders, the Company considered ASC 480 and ASC 815 and accounted for the earn-out shares as a liability. The Company subsequently measures the fair value of the liability at each reporting period and reports the changes in fair value recorded as a component of other income (expense), net in the condensed consolidated statements of operations and comprehensive loss. The Company determined the fair value of the earn-out shares issued to the Legacy Sema4 stockholders as of June 30, 2022 was $0.2 million. The estimated fair value of the earn-out is determined using a Monte Carlo valuation analysis. As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 2.7 million RSUs were granted on December 9, 2021. The vesting of such arrangement is conditioned on the satisfaction of both a service requirement and on the satisfaction of a market-based requirement. The market-based requirement would be achieved if the Company’s stock price is greater than or equal to $13 (Triggering Event I), $15 (Triggering Event II) and $18 (Triggering Event III) during the applicable performance period, based on the volume-weighted average price for a period of at least 20 days out of 30 consecutive trading days. Therefore, the Company accounts for this arrangement in accordance with ASC 718- Compensation — Stock Compensation (“ASC 718”) and stock-based compensation expense is recognized over the longer of the expected achievement period for the market-based requirement and the service requirement. The Company recorded $0.9 million of stock-based compensation expense in relation to the earn-out RSUs for the six months ended June 30, 2022. In the event that any earn-out RSUs that are forfeited as a result of a failure to achieve the service requirement, the underlying shares will be reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remain employed as of the date of such reallocation. The Company accounts for the re-allocations to Legacy Sema4 option holders as new grants. Capitalized Internal-Use Software Costs The Company capitalizes certain costs incurred related to the development of its software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, the Company assesses whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and the Company estimates the useful life of the asset and begins amortization. Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which requires lessees to recognize right-of-use assets and lease liabilities for most leases on their balance sheets. Expense recognition for lessees under ASC 842 is similar to current lease accounting. ASC 842 requires enhanced disclosures to help the financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842 as of January 1, 2022, utilizing the modified retrospective adoption approach. In transition to the ASC 842, the Company elected to use the package of practical expedients permitted under the transition guidance that allowed us to not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. Additionally, the Company did not elect the hindsight practical expedient which would have permitted the use of hindsight in determining the lease term and assessing impairment. The Company elected to combine lease and non-lease components that are fixed and also elected not to recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less (“short-term leases”). The adoption of the ASC 842 as of January 1, 2022, resulted in the recognition of operating lease right-of-use assets and operating lease liabilities of $39.2 million and $42.2 million, respectively. The adoption did not have material impact on finance leases. The adoption did not have material impact on the condensed consolidated statements of operations and comprehensive loss. Refer to “Note 9 Leases” for a discussion of the Company’s lease accounting following the adoption of ASC 842. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The Company adopted ASU 2021-10 effective January 1, 2022. The Company did not receive any such grants during the six months ended June 30, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. As an emerging growth company, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combinations CMLS Business Combination On July 22, 2021, the Company consummated the Business Combination and received net cash proceeds of $510.0 million. Pursuant to the Business Combination, the following occurred: • Holders of 10,188 shares of CMLS’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from CMLS’s initial public offering (the “IPO”), which was approximately $10.00 per share, or $101,880 in aggregate. • Each share of CMLS’s Class B common stock was automatically converted into common stock of the Company. • Each share of the Legacy Sema4 Class B common stock was converted into 1/100th of a share of Legacy Sema4 Class A common stock and each share of Legacy Sema4 common stock and preferred stock was canceled and received a portion of the merger consideration, resulting in certain Legacy Sema4 stockholders receiving • $230,665,220 of cash and the Legacy Sema4 stockholders receiving an aggregate of 178,336,298 shares of common stock of the Company. • Pursuant to subscription agreements entered into on February 9, 2021, certain investors agreed to subscribe for an aggregate of 35,000,000 newly-issued shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of $350,000,000 (the “Business Combination PIPE Investment”). Concurrently with the closing of the Business Combination, the Company consummated the Business Combination PIPE Investment. • After giving effect to the Business Combination Merger, the redemption of public shares and the conversion of the CMLS Class B common stock as described above, and the consummation of the Business Combination PIPE Investment, there were 240,190,402 shares of the Company’s common stock issued and outstanding. In 2021, the Company recorded $51.8 million of transaction costs which consisted of direct, incremental legal, professional, accounting, and other third-party fees that were directly related to the execution of the Business Combination Merger in additional paid-in capital. Upon consummation of the Business Combination Merger, $9.0 million of the transaction costs relates to costs incurred by Legacy Sema4 and reclassed to offset against equity from prepaid expense and other current assets. GeneDx Acquisition As discussed in Note 1, on April 29, 2022, the Company completed the Acquisition of GeneDx. At the closing of the Acquisition, the Company paid OPKO gross cash consideration of $150 million (before deduction of transaction expenses and other customary purchase price adjustments) and issued to OPKO 80 million shares of the Company’s Class A common stock ($172 million based on the closing date share price of $2.15 per share). A portion of this cash ($13.4 million) and share consideration (8.3 million shares) will be held in escrow for 12 months following the closing date of the Acquisition. In addition, up to $150 million is payable following the closing of the Acquisition, if certain revenue-based milestones are achieved for each of the fiscal years ending December 31, 2022 and December 31, 2023. These milestone payments, if and to the extent earned under the terms of the Acquisition Merger Agreement, will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at $4.86 per share, subject to adjustment for stock splits and similar changes), with such mix to be determined in the Company’s sole discretion. Concurrently with the closing of the Acquisition, the Company also issued and sold in private placement 50,000,000 shares of the Company’s Class A common stock to certain institutional investors for aggregate gross proceeds of $200 million (the “Acquisition PIPE Investment”). The following table summarizes the net book values of the assets acquired and liabilities assumed as of the Acquisition closing date. The initial accounting for the Acquisition is incomplete. All amounts below could change, potentially materially, as there is significant additional information that the Company has to obtain to finalize the valuations of the assets acquired and liabilities assumed, and to establish the value of the potential intangible assets, primarily because of the proximity of the Acquisition closing date to the balance sheet date of June 30, 2022. Cash and cash equivalents $ — Accounts receivables 21,651 Inventory 6,210 Prepaid expenses 4,671 Other current assets 320 Property and equipment 29,509 Other non-current assets 6,464 Trade names and trademarks 50,000 Developed technology 48,000 Customer relationships 98,000 Accounts payable and accrued expenses (12,862) Other current liabilities (15,781) Deferred tax liabilities (51,779) Long-term lease liabilities (5,798) Fair value of net assets acquired 178,605 Goodwill (1) 185,871 Aggregate purchase price $ 364,476 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Acquisition of GeneDx resulted in the recognition of $181.2 million in goodwill as of June 30, 2022, which represents the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as assembled workforce. $0.2 million of the acquired goodwill is expected to be deductible for tax purposes. For six months ended June 30, 2022, $12.1 million of GeneDx acquisition-related costs are reflected within General and administrative expenses in the Company’s condensed consolidated statements of operations and comprehensive loss. These costs include third-party professional firms’ services related to due diligence, advisory and legal services. The Company’s results for the three and six months ended June 30, 2022 include $26.1 million of revenue and $9.0 million of pretax loss from GeneDx. The following table reflects the fair values and useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments: April 29, 2022 June 30, 2022 Life (in Years) Trade names and trademarks $ 50,000 $ 49,479 16 Developed technology 48,000 47,000 8 Customer relationships 98,000 97,184 20 $ 196,000 $ 193,663 Amortization expense for trade names and trademarks and developed technology of $1.5 million was recorded in general and administrative for the three months ended June 30, 2022 within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $0.8 million was recorded in selling and marketing for the three months ended June 30, 2022 within the condensed consolidated statements of operations and comprehensive loss. The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2022 (in thousands): 2022 (remainder of the year) $ 7,012 2023 14,025 2024 14,025 2025 14,025 2026 14,025 Thereafter 130,551 Total estimated future amortization expense $ 193,663 Pro forma financial information The pro forma information below gives effect to the GeneDx Acquisition as if it had been completed on January 1, 2021 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of the Company’s revenue results had the Acquisition been completed on the pro forma acquisition date, nor is it necessarily indicative of the Company’s future results. The pro forma revenue information reflects GeneDx’s historic revenue and does not include any additional revenue opportunities following the Acquisition. The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact the Company’s consolidated statements of operations and comprehensive loss in future periods. The Company expects that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the Acquisition closing date. The pro forma revenues and net loss include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed: • revised amortization expense resulting from the acquired intangible assets, • historical intercompany revenue recognized by GeneDx with OPKO or other related parties, • income tax benefits resulting from the deferred tax liabilities acquired, and • revised stock based compensation reflecting the inducement awards issued to the GeneDx employees. Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Pro forma revenues $ 48,293 $ 76,653 $ 138,370 $ 163,665 Pro forma net loss $ (147,732) $ (54,346) $ (243,636) $ (308,703) |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Diagnostic Revenue The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is generally not applicable. Revenue from diagnostic testing services is recorded at the estimated transaction price, subject to the constraint for variable consideration, upon transfer of control of the service. Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test. Other Revenue The Company enters into both short-term and long-term project-based collaboration and service agreements with third parties, whereby the Company provides diagnostic testing, research and related data aggregation reporting services. The consideration to which the Company is entitled pursuant to its collaboration and service agreements includes non-refundable upfront payments, fixed and variable payments based upon the achievement of certain milestones during the contract term. Non-refundable upfront payments are generally received in advance of performing the services and, therefore, are recorded as a contract liability upon receipt. Fixed and variable milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved. Revenue for such collaboration and service agreements is recognized over time using an input measure based on costs incurred to satisfy the performance obligation. Disaggregated revenue The following table summarizes the Company’s disaggregated revenue by payor category (in thousands): Three months ended June 30, 2022 2021 Diagnostic test revenue Patients with third-party insurance $ 21,398 $ 40,210 Institutional customers 11,120 3,755 Self-pay patients 1,486 838 Total diagnostic test revenue 34,004 44,803 Other revenue 2,165 2,212 Total $ 36,169 $ 47,015 Six months ended June 30, 2022 2021 Diagnostic test revenue Patients with third-party insurance $ 68,860 $ 86,409 Institutional customers 15,151 19,419 Self-pay patients 2,488 1,735 Total diagnostic test revenue 86,499 107,563 Other revenue 3,611 3,653 Total $ 90,110 $ 111,216 Reassessment of variable consideration Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly. For the three months ended June 30, 2022, the quarterly change in estimate resulted in a net $30.1 million decrease to revenue for tests in which the performance obligation of delivering the test results was met in prior periods. $24.2 million of this decrease is related to the years December 31, 2021 and prior. The change in estimate is a result of changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors. As described in more detail below, third-party payors may decide to deny payment or seek to recoup payments for tests performed by the Company for a number of reasons and, as a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result. The Company processes requests for recoupment from third-party payors in the ordinary course of its business and reflects in the Company’s transaction price estimations. See “—Certain payor matters” below for further details regarding an ongoing matter related to certain overpayments the Company allegedly received from a third-party payor; the Company has established certain liabilities and reversed certain of its previously recorded revenue as a result of this matter and other potential settlements with payors. Certain payor matters As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline. As an integral part of the Company’s billing compliance program, the Company has and will periodically assess its billing and coding practices, respond to payor audits and overpayment claims, and investigate reported failures or suspected failures to comply with federal and state healthcare reimbursement requirements, which may arise without fault on the part of the Company. From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. The Company is currently engaged in discussions with one of the Company’s third-party payors regarding certain overpayments the Company allegedly received from the payor for services that the payor alleges are not covered by, or were not otherwise properly billed to, the payor. This payor has asserted in informal discussions that it will seek recovery or recoupment in relation to the alleged overpayments if the matter cannot be settled. While the Company believes it has defenses to the payor’s allegations, it is currently engaged in discussions seeking to resolve the matter and any claim that may arise in connection therewith in a mutually satisfactory manner. As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management following the acquisition of GeneDx, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of June 30, 2022, the Company has established liabilities of $39.2 million as a result of this matter and other potential settlements with payors based on the current facts and an evaluation of anticipated results that the Company believes reasonable for all potential recoupments for all third-party payors combined. This amount is included in Accounts payable and accrued expenses. See Note 15, “Supplemental Financial Information”. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors. Remaining performance obligations For certain long-term collaboration service agreements with original expected durations of more than one year, the Company’s obligations pursuant to such agreement represents partially unsatisfied performance obligations as of June 30, 2022. The revenues under the agreements are estimated to be approximately $9.0 million. The Company expects to recognize the majority of this revenue over the next 3 years. Contract assets and liabilities Contract assets consist of the Company’s right to consideration that is conditional upon its future performance. Contract assets arise in collaboration and service agreements for which revenue is recognized over time but the Company’s right to bill the customer is contingent upon the achievement of contractually-defined milestones. Contract liabilities consist of customer payments in excess of revenues recognized. For collaboration and service agreements, the Company assesses the performance obligations and recognizes contract liabilities as current or non-current based upon forecasted performance. A reconciliation of the beginning and ending balances of contract assets and contract liabilities is shown in the table below (in thousands): Contract Assets Contract December 31, 2021 $ 3,296 $ 3,769 Contract asset additions 1,067 — Customer prepayments — 350 Revenue recognized — (945) June 30, 2022 $ 4,363 $ 3,174 The Company presents contract assets and contract liabilities with respect to customer contracts on a net basis on its condensed consolidated balance sheets. As of June 30, 2022, there were no current contract liabilities recorded and $0.5 million recorded as of December 31, 2021. Revenues recognized that were included in the contract liability balance at the beginning of each period were $0.2 million and $1.5 million for the three months ended June 30, 2022 and June 30, 2021, respectively and $0.7 million and $2.2 million for the six months ended June 30, 2022 and June 30, 2021, respectively. Costs to fulfill contracts Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to ISMMS. Amounts prepaid are expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the condensed consolidated balance sheets as current or non-current based upon forecasted performance. As of June 30, 2022 and December 31, 2021, the Company had outstanding deferred costs to fulfill contracts of $0.8 million and $1.8 million, respectively. As of June 30, 2022 and December 31, 2021, all outstanding deferred costs were recorded as other current assets. Amortization of deferred costs was $0.7 million and $0.3 million for the three months ended June 30, 2022 and 2021, respectively and $1.0 million and $0.5 million for the six months ended June 30, 2022 and 2021, respectively. The amortization of these costs is recorded in the cost of services on the condensed consolidated statements of operations and comprehensive loss. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The following hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose significant inputs are observable. Level 3: Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data. The Company’s financial assets and liabilities consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, finance leases, warrant liability, earn-out contingent liability and long-term debt. The Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short-term nature of these accounts. The Company’s finance leases are classified within Level 1 of the fair value hierarchy because such finance lease agreements bear interest at rates for instruments with similar characteristics; accordingly, the carrying value of these liabilities approximate their fair values. The Company’s loan from the Connecticut Department of Economic and Community Development is classified within Level 2 of the fair value hierarchy. As of June 30, 2022, the long-term debt was recorded at its carrying value of $11.0 million in the condensed consolidated balance sheet. The fair value was $8.9 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles. The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands): As of June 30, 2022 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 54,407 $ 54,407 $ — $ — Total financial assets $ 54,407 $ 54,407 $ — $ — Financial Liabilities: Public warrant liability $ 4,870 $ 4,870 $ — $ — Private warrant liability 2,388 — 2,388 — Earn-out contingent liability 168 — — 168 Contingent consideration based on milestone achievement 35,000 — — 35,000 Total financial liabilities $ 42,426 $ 4,870 $ 2,388 $ 35,168 As of December 31, 2021 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 385,370 $ 385,370 $ — $ — Total financial assets $ 385,370 $ 385,370 $ — $ — Financial Liabilities: Public warrant liability $ 14,463 $ 14,463 $ — $ — Private warrant liability 7,092 — 7,092 — Earn-out contingent liability 10,244 — — 10,244 Total financial liabilities $ 31,799 $ 14,463 $ 7,092 $ 10,244 Of the $284.6 million cash and cash equivalents presented on the condensed consolidated balance sheets as of June 30, 2022, $54.4 million was in money market funds and was classified within Level 1 of the fair value hierarchy as the fair value was based on quoted prices in active markets. The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were originally issued in the IPO and warrants sold in a private placement to CMLS Holdings LLC (the “Private Warrants”). The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as non-current liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in other income (expense), net on the condensed consolidated statements of operations and comprehensive loss at each reporting date. As of June 30, 2022, the Public Warrants are classified within Level 1 of the fair value hierarchy as they are traded in active markets. The Private Warrants are classified within Level 2 of the fair value hierarchy as management determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same. The earn-out contingent liabilities include the Company’s contingent obligation to issue earn-out shares for Legacy Sema4 stockholders (“Earn-out Shares”) as well as the Company’s contingent obligation to make additional Milestone Payments of up to $150 million to OPKO if certain revenue-based milestones are achieved for each of the fiscal years ended December 31, 2022 and December 31, 2023. The Earn-out Shares are accounted for as a liability and required remeasurement at each reporting date. The estimated fair value of the total Earn-out Shares as of June 30, 2022 is determined based on a Monte Carlo simulation valuation model. The fair value of the earn-out contingent liability is sensitive to expected volatility estimated based on selected guideline public companies’ stock prices, the Company’s implied volatility and Company’s Class A common stock price which is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics. The key assumptions utilized in determining the Earn-out Shares valuation as of June 30, 2022 and March 31, 2022 were as follows: June 30, 2022 March 31, 2022 Stock price $1.26 $3.07 Expected volatility 87.5% 72.5% Expected term (in years) 1 1.3 Risk-free interest rate 2.81% 1.83% The fair value determined and recorded as of March 31, 2022 and December 31, 2021 was $3.4 million and $10.2 million, respectively. During the three and six months ended June 30, 2022 a gain of $3.3 million and $10.1 million was recorded, respectively, in the change in fair market value of warrant and earn-out contingent liability in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. The Milestone Payments contingent liability represents additional acquisition consideration to pay up to $150 million based on the achievement of GeneDx revenue-based milestones in fiscal years 2022 and 2023. Subject to the terms and conditions of the Acquisition Merger Agreement, (a) the first Milestone Payment of $112.5 million will become due and payable if the revenue of the GeneDx group for the fiscal year 2022 equals or exceeds $163 million and (b) the second Milestone Payment of $37.5 million will become due and payable if the revenue of the GeneDx group for the fiscal year 2023 equals or exceeds $219 million; provided that 80% of the Milestone Payment for the first milestone period or the second milestone period, as applicable, will become payable in respect of such period if the GeneDx group achieves 90% of the applicable Milestone Event revenue target for such period, which amount will scale on a linear basis up to 100% of the applicable Milestone Payment at 100% of the applicable revenue target. Each Milestone Payment will be satisfied through the payment and/or issuance of a combination of cash and shares of the Company’s Class A common stock (valued at $4.86 per share), with such mix to be determined at the Company’s sole discretion. The Company recorded the fair value of the Milestone Payments for $35 million as of June 30, 2022, of which $28 million is presented as current liabilities in the condensed consolidated balance sheets. A gain of $17 million was recorded in the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. The fair value was determined based on a Monte Carlo simulation valuation model and the key assumptions include revenue projections, revenue volatility of 17.5%, and share price of $1.26 per share. The earn-out contingent liabilities are categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating the fair value. There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consisted of the following (in thousands): As of June 30, As of December 31, Laboratory equipment $ 38,809 $ 28,552 Equipment under finance leases 21,266 21,384 Leasehold improvements 35,525 21,905 Capitalized software 30,120 25,693 Building under finance lease 6,276 6,276 Construction in-progress 8,681 940 Computer equipment 9,342 6,634 Furniture, fixtures and other equipment 3,772 3,241 Total property and equipment 153,791 114,625 Less: accumulated depreciation and amortization (64,336) (51,906) Property and equipment, net $ 89,455 $ 62,719 For the three months ended June 30, 2022 and 2021, depreciation and amortization expense was $6.6 million and $5.6 million. For the six months ended June 30, 2022 and 2021, depreciation and amortization expense was $12.4 million and $10.5 million, respectively. This included software amortization expense of $1.7 million and $1.4 million for the three months ended June 30, 2022 and 2021, respectively and $3.3 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended June 30, 2022 2021 Cost of services $ 3,316 $ 4,087 Research and development 1,989 1,446 Selling and marketing 1 1 General and administrative 1,321 85 Total depreciation and amortization expenses $ 6,627 $ 5,619 Six months ended June 30, 2022 2021 Cost of services $ 6,132 $ 7,145 Research and development 3,838 2,697 Selling and marketing 2 1 General and administrative 2,458 678 Total depreciation and amortization expenses $ 12,430 $ 10,521 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions For three months ended June 30, 2022 and 2021, the Company incurred certain related party costs. There were no expenses recognized under the Transition Services Agreement with ISMMS (the “ISMMS TSA”) for the three months ended June 30, 2022 and 2021. There were no expenses recognized under the ISMMS TSA for the six months ended June 30, 2022 and $1.4 million for the six months ended June 30, 2021 which is presented within related party expenses in the condensed consolidated statements of operations and comprehensive loss. The Company had no ISMMS TSA payables due to ISMMS as of June 30, 2022 and December 31, 2021. The ISMMS TSA expired on March 28, 2021. Expenses recognized pursuant to other service arrangements with ISMMS, including certain sub-lease arrangements the Company has through ISMMS, totaled $2.3 million and $1.9 million for the three months ended June 30, 2022 and 2021, respectively and $4.2 million and $2.6 million for the six months ended June 30, 2022 and 2021, respectively. These amounts include certain lease expenses the Company incurs and pay to ISMMS for certain sub-lease arrangements. They are included in either cost of services or related party expenses on the condensed consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $1.9 million $2.6 million as of June 30, 2022 and December 31, 2021, respectively. These amounts include unpaid lease payments the Company accrued for the payments to be made to ISMMS and are included within due to related parties on the Company’s condensed consolidated balance sheets. Additionally, in the six months ended June 30, 2022, the Company has purchased $1.0 million of diagnostic testing kits and materials and $0.9 million was recorded in cost of services from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were $0.1 million and $0.1 million as of June 30, 2022 and December 31, 2021, respectively. GeneDx and OPKO entered into a Transition Services Agreement dated as of April 29, 2022 (the “OPKO TSA”) pursuant to which OPKO has agreed to provide, at cost, certain services in support of the Acquisition of the GeneDx business through December 31, 2022, subject to certain limited exceptions, in order to facilitate the transactions contemplated by the Acquisition Merger Agreement, including human resources, information technology support, and finance and accounting. The Company recognized $0.3 million in costs for the three months ended June 30, 2022. This amount was unpaid and presented in due to related parties in condensed consolidated balance sheets as of June 30, 2022. The Company also recorded $4.5 million of receivables from OPKO related to the Acquisition closing working capital adjustment. This amount is presented as other current assets in condensed consolidated balance sheets as of June 30, 2022. Total related party costs are included within cost of services and related party expenses in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended June 30, 2022 2021 Cost of services $ 1,348 $ 1,008 Related party expenses 1,731 888 Total related party costs $ 3,079 $ 1,896 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Loan and Security Agreement (the “SVB Agreement”) On November 15, 2021, the Company and Sema4 OpCo, Inc. (together, the “Borrower”) entered into a Loan and Security Agreement (the “SVB Agreement”) with Silicon Valley Bank (“SVB”). The SVB Agreement provides for a revolving credit facility (the “Revolver”) up to an aggregate principal amount of $125.0 million, including a sublimit of $20.0 million for Letters of Credit (as such terms are defined in the SVB Agreement). The outstanding principal amount of any Advance (as such term is defined in the SVB Agreement) will bear interest at a floating rate per annum equal to the greater of (1) 4.00% and (2) the Prime Rate plus the Prime Rate Margin. The Revolver will mature on November 15, 2024. In connection with entering into the SVB agreement, the Company paid $0.5 million in debt issuance costs during 2021. The Company will pay an additional $0.5 million in fees to SVB at each anniversary of the SVB Agreement date for a total of $1.0 million and these fees are recorded in other current liabilities and other liabilities in the condensed consolidated balance sheets as of June 30, 2022. These costs are capitalized and amortized on a straight-line basis over the contractual term. Any unused fees charged on the Revolver is expensed as incurred. The obligations under the SVB Agreement are secured by a first priority perfected security interest in substantially all of the Borrower’s assets except for (i) Governmental Collection Accounts (as defined in the SVB Agreement), (ii) more than 65% of the presently existing and thereafter arising issued and outstanding shares of capital stock owned by Borrowers in a Foreign Subsidiary (as such term is defined in the SVB Agreement) and (iii) intellectual property pursuant to the terms of the SVB Agreement. The SVB Agreement contains affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions. The SVB Agreement requires the Borrower to comply with certain financial covenants if Liquidity (as such term is defined in the SVB Agreement) falls below $135.0 million. These financial covenants include (i) a minimum Adjusted Quick Ratio (as such term is defined in the SVB Agreement) and (ii) the achievement of certain minimum revenue targets. On a monthly basis, the Borrowers would be required to maintain a minimum Adjusted Quick Ratio of greater than or equal to 1.25 to 1.0. The Borrower must also maintain certain trailing six-month minimum revenue targets through maturity if outstanding borrowings under the Revolver exceed $50.0 million. The SVB Agreement also includes customary events of default, including failure to pay principal, interest or certain other amounts when due, material inaccuracy of representations and warranties, violation of covenants, certain bankruptcy and insolvency events, certain undischarged judgments, material invalidity of guarantees or grant of security interest, material adverse change, and involuntary delisting from the Nasdaq Stock Market, in certain cases subject to certain thresholds and grace periods. If one or more events of default occurs and continues beyond any applicable cure period, SVB may, without notice or demand to the Borrower, terminate its commitment to make further loans and declare all of the obligations of the Borrowers under the SVB Agreement to be immediately due and payable. The Company was in compliance with all covenants as of June 30, 2022. No amounts have been drawn under the SVB Agreement as of June 30, 2022. 2016 Funding Commitment In June 2017, ISMMS assigned a loan funding commitment from the Connecticut Department of Economic and Community Development (“DECD”) to the Company (as amended, the “DECD Loan Agreement”). The DECD Loan Agreement, provides for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company is required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest is due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD may grant partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness is contingent upon the Company achieving job creation and retention milestones and $4.5 million has been forgiven as of June 30, 2022. This commitment is collateralized by providing a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement. The outstanding loan balance from the DECD Loan Agreement was $11.0 million as of June 30, 2022 and December 31, 2021. Maturities of Long-Term Debt As of June 30, 2022, long-term debt matures as follows (in thousands): 2022 (remainder of year) $ — 2023 875 2024 2,131 2025 2,174 2026 2,218 Thereafter 3,602 Total maturities of long-term debt 11,000 Less: current portion of long-term debt — Total long-term debt, net of current maturities $ 11,000 2020 Master Loan Agreement In August 2020, the Company entered into a loan and security agreement with a bank (the “Master Loan Agreement”), in which the Company received a loan of $6.3 million and deposited the proceeds into a deposit account held by the bank. The Company was required to make sixty consecutive monthly payments of principal and interest at a fixed monthly amount of $0.1 million beginning in November 2020. Interest payments were fixed at an annual interest rate of 4.75%. In July 2021, the Company terminated the Master Loan Agreement by paying off the full amount, including $5.4 million principal and interest and $0.1 million in early payment penalties assessed pursuant to the terms of the agreement. 2020 Master Lease Agreement In December 2020, the Company entered into a lease agreement with a lender whereby the Company agreed to sell certain equipment and immediately lease back the equipment, resulting in proceeds of $3.6 million. Per the terms of the agreement, a financial institution issued an irrevocable standby letter of credit to the lender for $3.6 million. The Company was required to make sixty consecutive monthly payments of principal and interest at a fixed monthly amount of $0.1 million beginning in February 2021. Interest payments were fixed at an annual interest rate of 3.54%. The Company was required to maintain an aggregate amount on deposit equal to at least 105% of the value of any outstanding letters of credit issued by the financial institution on the Company’s behalf. The letter of credit was required to be in place until all obligations had been paid in full. Further, the Company was required to furnish annual audited financial statements and other financial information to the lender on a regular basis. In July 2021, the Company terminated the Master Lease Agreement by paying off the full amount, including $3.3 million principal and interest and early payment penalties of $0.2 million assessed pursuant to the terms of the agreement. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases Lease Accounting The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable. Operating Leases The Company's operating lease arrangements are principally for office space and laboratory facilities. The Company’s headquarter lease was initially entered into via sub-lease agreements with ISMMS and a third party and they will expire in 2034. The agreements include escalating rent and rent-free period provisions. Pursuant to the terms of the lease agreement, the Company was required to have issued an irrevocable standby letter of credit to the lessor for $0.9 million, which was included in restricted cash on the condensed consolidated balance sheets as of June 30, 2022 and consolidated balance sheets as of December 31, 2021. In April 2019, the Company entered into a sublease agreement to rent a building to be used for office and laboratory facility (the “Stamford Lease”) for a base term of 325 months, expiring in October 2046. The Company has the option to renew the lease at the end of the initial base term for either one period of 10 years, or two periods of 5 years. There is also an early termination option in which the Company may cancel the lease after the 196th month with cancellation fees. At inception of the Stamford Lease, the value of the land was determined to be more than 25% of the total value and therefore the building is accounted for as a finance lease and the land as an operating lease. In January 2020, the Company entered into a lease agreement which expanded the Company’s existing laboratory facility in Branford, Connecticut. The lease commenced in February 2020 with a 10 year term. The lease includes escalating rent fees over the lease term. In April 2022, the Company acquired an operating lease for office space and laboratory operations in connection with the GeneDx acquisition. The lease includes a base term of 9 years remaining from the date of acquisition and an escalating rent provision. Finance Leases The Company enters into various finance lease agreements to obtain laboratory equipment that contain bargain purchase commitments at the end of the lease term. The leases are secured by the underlying equipment. As discussed above, the Company also leases a building used for office and laboratory space in which the building is accounted for as a finance lease and the land is as an operating lease. The interest rate used for the Stamford Lease is 13.1%, which is used to measure the operating and finance lease liability. As of December 31, 2021, the finance lease obligations of $3.4 million and $18.4 million were included in other current liabilities and other liabilities, respectively, on the consolidated balance sheets. The tables below present financial information associated with the Company’s leases. This information is only presented as of, and for the three and six months ended, June 30, 2022 because, the Company adopted the ASC 842 using a transition method that does not require application to periods prior to adoption (in thousands). Classification June 30, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 44,038 Finance lease assets Property and Equipment, net 12,160 Total lease assets $ 56,198 Liabilities Current Operating Due to related parties $ 566 Short-term lease liabilities 1,815 Finance Due to related parties 304 Short-term lease liabilities 2,940 Non-current Operating Long-term lease liabilities 45,484 Finance Long-term lease liabilities 17,322 Total lease liabilities $ 68,431 Lease cost Three months ended June 30, 2022 Six months ended June 30, 2022 Operating lease cost Operating lease cost $ 1,582 $ 2,962 Short-term lease cost 137 306 Variable lease cost 152 279 Total operating lease cost $ 1,871 $ 3,547 Finance lease cost Depreciation and amortization of leased assets $ 912 $ 1,824 Interest on lease liabilities 531 1,083 Total finance lease cost $ 1,443 $ 2,907 Total lease cost $ 3,314 $ 6,454 Future minimum lease payments under non-cancellable leases as of June 30, 2022 are as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 (remainder of the year) $ 2,684 $ 2,532 $ 5,216 2023 3,994 3,584 7,578 2024 5,504 2,763 8,267 2025 5,925 2,451 8,376 2026 6,066 2,003 8,069 Thereafter 57,511 49,884 107,395 Total $ 81,684 $ 63,217 $ 144,901 Less: imputed interest $ (33,819) $ (42,651) $ (76,470) Present value of lease liabilities $ 47,865 $ 20,566 $ 68,431 Other information related to leases as of and for six months ended June 30, 2022 are as follows: June 30, 2022 Weighted-average remaining lease term (years) Operating leases 12.7 Finance leases 18.2 Weighted-average discount rate Operating leases 6.8% Finance leases 10.7% Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $2,644 Operating cash flows from finance leases $1,083 Financing cash flows from finance lease $1,634 |
Leases | Leases Lease Accounting The Company enters into contracts in the normal course of business and assesses whether any such contracts contain a lease. The Company determines if an arrangement is a lease at inception if it conveys the right to control the identified asset for a period of time in exchange for consideration. The Company classifies leases as operating or financing in nature. All lease liabilities are measured at the present value of the associated payments, discounted using the Company’s incremental borrowing rate determined based on the rate of interest that the Company would pay to borrow on a collateralized basis an amount equal to the lease payments for similar term and in a similar economic environment on a collateralized basis, unless there is a rate implicit in the lease that is readily determinable. Operating Leases The Company's operating lease arrangements are principally for office space and laboratory facilities. The Company’s headquarter lease was initially entered into via sub-lease agreements with ISMMS and a third party and they will expire in 2034. The agreements include escalating rent and rent-free period provisions. Pursuant to the terms of the lease agreement, the Company was required to have issued an irrevocable standby letter of credit to the lessor for $0.9 million, which was included in restricted cash on the condensed consolidated balance sheets as of June 30, 2022 and consolidated balance sheets as of December 31, 2021. In April 2019, the Company entered into a sublease agreement to rent a building to be used for office and laboratory facility (the “Stamford Lease”) for a base term of 325 months, expiring in October 2046. The Company has the option to renew the lease at the end of the initial base term for either one period of 10 years, or two periods of 5 years. There is also an early termination option in which the Company may cancel the lease after the 196th month with cancellation fees. At inception of the Stamford Lease, the value of the land was determined to be more than 25% of the total value and therefore the building is accounted for as a finance lease and the land as an operating lease. In January 2020, the Company entered into a lease agreement which expanded the Company’s existing laboratory facility in Branford, Connecticut. The lease commenced in February 2020 with a 10 year term. The lease includes escalating rent fees over the lease term. In April 2022, the Company acquired an operating lease for office space and laboratory operations in connection with the GeneDx acquisition. The lease includes a base term of 9 years remaining from the date of acquisition and an escalating rent provision. Finance Leases The Company enters into various finance lease agreements to obtain laboratory equipment that contain bargain purchase commitments at the end of the lease term. The leases are secured by the underlying equipment. As discussed above, the Company also leases a building used for office and laboratory space in which the building is accounted for as a finance lease and the land is as an operating lease. The interest rate used for the Stamford Lease is 13.1%, which is used to measure the operating and finance lease liability. As of December 31, 2021, the finance lease obligations of $3.4 million and $18.4 million were included in other current liabilities and other liabilities, respectively, on the consolidated balance sheets. The tables below present financial information associated with the Company’s leases. This information is only presented as of, and for the three and six months ended, June 30, 2022 because, the Company adopted the ASC 842 using a transition method that does not require application to periods prior to adoption (in thousands). Classification June 30, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 44,038 Finance lease assets Property and Equipment, net 12,160 Total lease assets $ 56,198 Liabilities Current Operating Due to related parties $ 566 Short-term lease liabilities 1,815 Finance Due to related parties 304 Short-term lease liabilities 2,940 Non-current Operating Long-term lease liabilities 45,484 Finance Long-term lease liabilities 17,322 Total lease liabilities $ 68,431 Lease cost Three months ended June 30, 2022 Six months ended June 30, 2022 Operating lease cost Operating lease cost $ 1,582 $ 2,962 Short-term lease cost 137 306 Variable lease cost 152 279 Total operating lease cost $ 1,871 $ 3,547 Finance lease cost Depreciation and amortization of leased assets $ 912 $ 1,824 Interest on lease liabilities 531 1,083 Total finance lease cost $ 1,443 $ 2,907 Total lease cost $ 3,314 $ 6,454 Future minimum lease payments under non-cancellable leases as of June 30, 2022 are as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 (remainder of the year) $ 2,684 $ 2,532 $ 5,216 2023 3,994 3,584 7,578 2024 5,504 2,763 8,267 2025 5,925 2,451 8,376 2026 6,066 2,003 8,069 Thereafter 57,511 49,884 107,395 Total $ 81,684 $ 63,217 $ 144,901 Less: imputed interest $ (33,819) $ (42,651) $ (76,470) Present value of lease liabilities $ 47,865 $ 20,566 $ 68,431 Other information related to leases as of and for six months ended June 30, 2022 are as follows: June 30, 2022 Weighted-average remaining lease term (years) Operating leases 12.7 Finance leases 18.2 Weighted-average discount rate Operating leases 6.8% Finance leases 10.7% Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $2,644 Operating cash flows from finance leases $1,083 Financing cash flows from finance lease $1,634 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations In the normal course of business, the Company enters into various purchase commitments primarily related to material and service agreements, laboratory supplies and software. At June 30, 2022, the Company’s total future payments under noncancellable unconditional purchase commitments having a remaining term of over one year were $28.4 million. Contingencies The Company is a party to various actions and claims arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material effect on the Company’s condensed consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s condensed consolidated financial condition or results of operations. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Incentive Plans The Company’s 2017 Equity Incentive Plan (the “2017 Plan”), as amended in February 2018, allowed the grant of options, restricted stock awards, stock appreciation rights and restricted stock units. No options granted under the 2017 Plan are exercisable after 10 years from the date of grant, and option awards generally vest over a four-year period. The 2017 Plan was terminated in connection with the adoption of the Company's 2021 Equity Incentive Plan (the "2021 Plan"). Any awards granted under the 2017 Plan that remained outstanding as of the Closing Date and were converted into awards with respect to the Company’s Class A common stock in connection with the consummation of the Business Combination continue to be subject to the terms of the 2017 Plan and applicable award agreements, except for a modification of the repurchase provision, which is discussed further below. On July 22, 2021, in connection with the Business Combination, the 2021 Plan became effective and 32,734,983 authorized shares of Class A common stock were reserved for issuance thereunder. The 2021 Plan will be administered by the Compensation Committee of the Company’s Board of Directors, including determination of the vesting, exercisability and payment of the awards to be granted under the 2021 Plan. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis. Additionally, on May 2, 2022, the compensation committee of the Company’s board of directors granted newly-hired employees inducement stock options to purchase an aggregate of 4,932,132 shares of the Company’s Class A common stock and 4,285,208 RSUs as inducements material to each employee entering into employment with the Company. The stock options have an exercise price of $2.20 per share, which was equal to the closing price of the Company’s Class A common stock on the grant date. The stock options and RSUs granted to the newly-hired employees other than the Company’s CEO, Chief Commercial Officer, and SVP Operations will vest with respect to 25% of the underlying shares on April 29, 2023, and will vest with respect to the remaining underlying shares in equal quarterly installments thereafter through April 29, 2026, in each case subject to the new employee’s continued service with the company. The stock options and RSUs granted to the Company’s CEO, Chief Commercial Officer, and SVP Operations will vest with respect to 25% of the underlying shares on April 29, 2023 and 25% of the underlying shares on April 29, 2024, and will vest with respect to the remaining underlying shares in equal quarterly installments thereafter through April 29, 2026, in each case subject to his or her continued service with the company. Each stock option has a 10-year term. The stock options and RSUs are subject to the terms and conditions identical to those of the 2021 Plan and a stock option agreement or restricted stock unit agreement, as applicable, covering the grant. Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective in connection with the Business Combination. The 2021 ESPP authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On each January 1 of each of 2022 through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to one percent (1%) of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the quarter ended June 30, 2022. A total of 7,229,799 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP. Stock Option Activity Under the 2017 Plan, the Company had a call option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement (the “2017 Plan Call Option”). The options granted under the 2017 plan were accounted for as liability awards due to the 2017 Plan Call Option. The Company had a history of repurchase practice and the intention to repurchase the vested options. Therefore, the fair value of the liability awards was remeasured at each reporting period until the stockholder bears the risks and rewards of equity ownership for a reasonable period of time, which the Company concludes is at least six months. Upon consummation of the Business Combination, the Company’s Board of Directors waived the Company’s right under the 2017 Plan Call Option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement. As such, the Company modified the liability awards to equity awards and reclassified the modification date fair value of the awards to stockholders’ equity in the condensed consolidated financial statements as of July 22, 2021. All stock options granted under the 2021 Plan are accounted for as equity awards. The following summarizes the stock option activity, which reflects the conversion of the options granted under the 2017 Plan into awards with respect to the Company Class A common stock in connection with the consummation of the Business Combination (in thousands, except share and per share amounts): Stock Options Outstanding Weighted Average Exercise Price Balance at December 31, 2021 30,905,543 $ 1.24 Options granted 10,362,635 2.61 Options exercised (6,325,176) 0.29 Options forfeited or canceled (1,495,899) 3.91 Balance at June 30, 2022 33,447,103 $ 1.73 Options exercisable at June 30, 2022 18,327,732 $ 0.74 As of June 30, 2022, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $28.2 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.74 years. The fair value of the stock option awards for the period ended June 30, 2022 and June 30, 2021 were estimated using the Black-Scholes option pricing model with the following assumptions: Six Months ended June 30, 2022 2021 Expected volatility 65.20% - 75.00% 46.60%- 71.60% Expected term (in years) 5.48-6.07 0.17- 1.50 Risk-free interest rate 1.65%-3.03% 0.05%- 0.25% Dividend yield — — Fair value of Class A common stock $2.20-$3.45 $5.00- $12.06 The Company estimated a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies. The Company did not rely on the volatility of the Company’s Class A common stock because its limited trading history. The Company estimated the expected term of options granted using the “simplified method,” which is the mid-point between the vesting date and the ending date of the contractual term. The Company did not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. The Company used a risk-free interest rate based on the U.S. Treasury yield curve in effect for bonds with maturities consistent with the expected term of the option. Restricted Stock Units (RSUs) The Company issued time-based RSUs to employees under the 2021 Plan. The RSUs automatically convert to shares of Class A common stock on a one-for-one basis as the awards vest. The Company measures the value of RSUs at fair value based on the closing price of the underlying Class A common stock on the grant date. The RSUs granted generally vest over a four year vesting period from the grant date, however, certain grants include vesting term that begins vesting 12 months from the grant date. The following table summarizes the activity related to the Company's time-based RSUs: Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Per Unit Balance at December 31, 2021 12,589,558 $ 7.64 Restricted Stock Units granted 14,455,696 2.80 Restricted Stock Units vested (924,019) 7.41 Restricted Stock Units forfeited (2,723,870) 6.33 Balance at June 30, 2022 23,397,365 $ 4.81 Additionally, the Company issued 126,980 RSUs subject to both service and performance based vesting conditions to the Executive Chairman of the Company. The grant date was established during the second quarter period and vesting of the RSUs will be based on the achievement of performance goals established for calendar year 2022. As of June 30, 2022, unrecognized stock-based compensation cost related to the unvested portion of the Company’s RSUs was $70.6 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.80 years. Earn-out RSUs The grant date fair value determined for Triggering Event I, II and III was $1.82, $1.39 and $0.94 per unit, respectively. Any re-allocated RSUs due to the Sema4 Legacy option holders’ forfeiture activities during the three months ended June 30, 2022 were accounted for as new grants and the fair value determined for Triggering Event I, II and III was $0.01, $0.01 and $0.01 per unit, respectively. Based on the grant date fair value, the Company expects to record total expense related to the earn-out RSU awards of $2.1 million without considering the impact of the Sema4 Legacy option holders’ forfeiture activities. The Company expects to recognize the stock-compensation cost over the longer of the derived service period or service period. Stock Appreciation Rights (SAR) Activity The Company historically granted SAR to one employee and one consultant with exercise condition of a liquidation event. As a result of the Business Combination, settlement of the outstanding vested SARs in exchange for a cash payment and to cancel the outstanding unvested SARs was agreed upon and an expense of $3.8 million related to the vested SAR was recognized by the Company. There were no outstanding SARs as of June 30, 2022. During the three and six months ended June 30, 2022, the Company recorded a reversal of stock-based compensation of $4.5 million and $9.7 million, respectively due to forfeiture activities upon employee terminations. Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended June 30, 2022 2021 Cost of services $ 1,810 $ (306) Research and development 6,515 (370) Selling and marketing 1,485 1,065 General and administrative 12,911 (908) Total stock-based compensation expense $ 22,721 $ (519) Six months ended June 30, 2022 2021 Cost of services $ 3,191 $ 18,169 Research and development 10,856 37,817 Selling and marketing 4,310 19,753 General and administrative 21,923 88,704 Total stock-based compensation expense $ 40,280 $ 164,443 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax benefit for the six months ended June 30, 2021 and 2022 was zero and $49.1 million, respectively. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was —% and 0.27% for the three and six months ended June 30, 2022, respectively. The difference between the Company’s effective tax rates in 2022 and 2021 compared to the U.S. statutory tax rate of 21% is primarily due to changes in valuation allowances associated with the Company’s assessment of the likelihood of the recoverability of deferred tax assets. The Company currently has valuation allowances against a significant portion of its deferred tax assets primary related to its net operating loss carryforwards and tax credit carryforwards. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts): Three months ended June 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (85,742) $ (46,161) Denominator: Denominator for basic and diluted earnings per share-weighted-average common shares 337,752,029 1,100,734 Basic and diluted loss per share $ (0.25) $ (41.94) Six months ended June 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (162,638) $ (237,936) Denominator: Denominator for basic and diluted earnings per share-weighted-average common shares 291,318,351 826,778 Basic and diluted loss per share $ (0.56) $ (287.79) As a result of the Business Combination Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Business Combination Merger by multiplying them by the conversion ratio of 123.8339 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion upon closing of the Business Combination Merger was included in the basic and diluted earnings/(loss) per share calculation on a prospective basis. Prior to the consummation of the Business Combination Merger, the Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as there were outstanding Class B common stock and redeemable convertible preferred stock that were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. As the securities were all converted into Sema4 Holdings Class A common stock upon consummation of the Business Combination Merger, all outstanding Legacy Sema4 Class B common stock has been retroactively converted to the Sema4 Holdings Class A common stock. The following tables summarize the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been anti-dilutive: Three months ended June 30, 2022 2021 Outstanding options and RSUs to purchase Class A common stock 56,844,468 28,903,180 Outstanding warrants 21,994,972 — Outstanding earn-out shares 2,239,220 — Outstanding earn-out RSUs 16,782,356 — Redeemable convertible preferred stock (on an if-converted basis) — 171,535,213 Total 97,861,016 200,438,393 |
Restructuring Costs
Restructuring Costs | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring CostsDuring the six months ended June 30, 2022, the Compensation Committee of the Company’s Board of Directors approved by written consents, dated February 17, 2022 and May 2, 2022 a restructuring plan that was executed by management and restructuring charges were incurred and recorded in connection therewith. These costs include severance packages offered to the employees impacted by the plan and third party consulting costs. Additionally, the Board of Directors approved additional headcount reductions in an effort to streamline operations, and the Company recognized additional expenses during the second quarter of 2022. The table below provides certain information concerning restructuring activity during the six months: Reserve Balance at December 31, 2021 Charged to Costs and Expenses Payments and Other Reserve Balance at June 30, 2022 Severance $ — $ 5,235 $ (4,757) $ 478 Others — 4,326 (1,600) 2,726 Total $ — $ 9,561 $ (6,357) $ 3,204 The Company may incur additional expenses not currently contemplated due to events associated with the reduction in force. The charges that the Company expects to incur in connection with the reduction in force are estimates and subject to a number of assumptions, and actual results may differ materially. In addition, see Note 16, “Subsequent Events” for a discussion of additional exit activities subsequent to June 30, 2022. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information Accounts payable and accrued expenses consisted of the following (in thousands): As of June 30, 2022 As of December 31, 2021 Accounts payable $ 53,302 $ 44,693 Accrued purchases 23,007 19,758 Reserves for refunds to insurance carriers 39,194 — Other 375 350 Total $ 115,878 $ 64,801 Other current liabilities consisted of the following (in thousands): As of June 30, 2022 As of December 31, 2021 Accrued bonus $ 12,353 $ 13,561 Accrued payroll 10,883 7,013 Accrued benefits 3,106 1,057 Accrued commissions 2,881 2,826 Indemnification liabilities 13,470 — Current portion of the contingent consideration liabilities 28,000 — Other 10,926 8,930 Total $ 81,619 $ 33,387 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsDuring the third quarter of 2022, the Board of Directors approved a restructuring plan that contemplates exiting the Company’s somatic tumor testing business and closing the Company’s laboratory in Branford, CT, by December 31, 2022. In connection with the plan, the Company is also eliminating approximately 250 positions, representing about 13% of its workforce, which, combined with the Company’s prior reductions in force during 2022, will result in the elimination of approximately 30% of the roles from the Legacy Sema4 business. As a result of this decision, the Company currently estimates the impact of these actions to result in between $8.5 million and $11.5 million of cash charges primarily related to severance packages offered to the employees impacted by the plan to be incurred primarily during the second half of the year. The amount of this expected charge is an estimate, and the amount and timing of actual charges may vary due to a variety of factors. The Company also expects to incur non-cash charges, which are currently not able to be estimated. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. |
Segment Information | Segment Information The Company operates and manages its business as one reportable operating segment based on how the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance and allocates resources across the business. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the capitalization of software costs and the valuation of stock-based awards, inventory, earn-out contingent liabilities and earn-out Restricted Stock Units (“RSUs”). Actual results could differ materially from those estimates, judgments and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. The Company has balances in financial institutions that exceed federal depository insurance limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating the concentration of credit risk. Significant customers and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of June 30, 2022 and December 31, 2021 were primarily from large managed care insurance companies and a reference laboratory. There was no individual patient that |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments. |
Business Combinations | Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company’s management, which consider estimates of inputs and assumptions that a market participant would use. Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates, estimated cost savings, cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in different purchase price allocations and amortization expense in current and future periods. |
Intangible Assets | Intangible AssetsAmortizable intangible assets include trade names and trademarks, developed technology and customer relationships acquired as part of business combinations. Intangible assets acquired through our business combinations in the second quarter of 2022 are amortized on a straight line basis. All intangible assets subject to amortization are reviewed for impairment in accordance with ASC 360, Property, Plant and Equipment. |
Goodwill | Goodwill In accordance with ASC 350, Intangibles-Goodwill and Other, the Company’s goodwill is not amortized but is tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. Under ASC 350, the Company will perform annual impairment reviews of goodwill during the fourth fiscal quarter or more frequently if business factors indicate. The Company did not incur any goodwill impairment losses during the second quarter ended June 30, 2022. |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Software Costs The Company capitalizes certain costs incurred related to the development of its software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, the Company assesses whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and the Company estimates the useful life of the asset and begins amortization. |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which requires lessees to recognize right-of-use assets and lease liabilities for most leases on their balance sheets. Expense recognition for lessees under ASC 842 is similar to current lease accounting. ASC 842 requires enhanced disclosures to help the financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842 as of January 1, 2022, utilizing the modified retrospective adoption approach. In transition to the ASC 842, the Company elected to use the package of practical expedients permitted under the transition guidance that allowed us to not reassess: (i) whether any expired or existing contracts are or contain leases, (ii) the lease classification for any expired or existing leases, or (iii) initial direct costs for any existing leases. Additionally, the Company did not elect the hindsight practical expedient which would have permitted the use of hindsight in determining the lease term and assessing impairment. The Company elected to combine lease and non-lease components that are fixed and also elected not to recognize right-of-use assets and lease liabilities for leases with terms of 12 months or less (“short-term leases”). The adoption of the ASC 842 as of January 1, 2022, resulted in the recognition of operating lease right-of-use assets and operating lease liabilities of $39.2 million and $42.2 million, respectively. The adoption did not have material impact on finance leases. The adoption did not have material impact on the condensed consolidated statements of operations and comprehensive loss. Refer to “Note 9 Leases” for a discussion of the Company’s lease accounting following the adoption of ASC 842. In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The Company adopted ASU 2021-10 effective January 1, 2022. The Company did not receive any such grants during the six months ended June 30, 2022. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. As an emerging growth company, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Revenue and Accounts Receivable Concentration Percentages | For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended June 30, Six months ended June 30, As of June 30, As of December 31, 2022 2021 2022 2021 2022 2021 Payor A (**) * 21% * 17% 22% 15% Payor B * * * * * 15% Payor C 12% 13% 10% 13% * * Payor D 10% * 10% 10% * * Payor E 19% * * * * * *less than 10% ** This payor represented less than 10% of the Company’s total revenues during the second quarter of 2022 due to a reversal of revenue recorded for this payor in the quarter due to this payor’s allegation regarding certain overpayments the Company allegedly received from this payor for services alleged to be uncovered by, or were not otherwise properly billed to, this payor. Refer to Note 4, “Revenue Recognition.” |
Schedule of Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows (in thousands): As of June 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 284,647 $ 400,569 Restricted cash 14,370 900 Total $ 299,017 $ 401,469 |
Schedule of Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets that sum to the total of the same amounts shown on the condensed consolidated statements of cash flows (in thousands): As of June 30, 2022 As of December 31, 2021 Cash and cash equivalents $ 284,647 $ 400,569 Restricted cash 14,370 900 Total $ 299,017 $ 401,469 |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the net book values of the assets acquired and liabilities assumed as of the Acquisition closing date. The initial accounting for the Acquisition is incomplete. All amounts below could change, potentially materially, as there is significant additional information that the Company has to obtain to finalize the valuations of the assets acquired and liabilities assumed, and to establish the value of the potential intangible assets, primarily because of the proximity of the Acquisition closing date to the balance sheet date of June 30, 2022. Cash and cash equivalents $ — Accounts receivables 21,651 Inventory 6,210 Prepaid expenses 4,671 Other current assets 320 Property and equipment 29,509 Other non-current assets 6,464 Trade names and trademarks 50,000 Developed technology 48,000 Customer relationships 98,000 Accounts payable and accrued expenses (12,862) Other current liabilities (15,781) Deferred tax liabilities (51,779) Long-term lease liabilities (5,798) Fair value of net assets acquired 178,605 Goodwill (1) 185,871 Aggregate purchase price $ 364,476 (1) Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Acquisition of GeneDx resulted in the recognition of $181.2 million in goodwill as of June 30, 2022, which represents the excess of consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, such as assembled workforce. $0.2 million of the acquired goodwill is expected to be deductible for tax purposes. |
Schedule of Acquired Intangible Assets | The following table reflects the fair values and useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments: April 29, 2022 June 30, 2022 Life (in Years) Trade names and trademarks $ 50,000 $ 49,479 16 Developed technology 48,000 47,000 8 Customer relationships 98,000 97,184 20 $ 196,000 $ 193,663 |
Schedule of Future Amortization Expense | The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2022 (in thousands): 2022 (remainder of the year) $ 7,012 2023 14,025 2024 14,025 2025 14,025 2026 14,025 Thereafter 130,551 Total estimated future amortization expense $ 193,663 |
Schedule of Pro Forma Financial Information | The pro forma revenues and net loss include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed: • revised amortization expense resulting from the acquired intangible assets, • historical intercompany revenue recognized by GeneDx with OPKO or other related parties, • income tax benefits resulting from the deferred tax liabilities acquired, and • revised stock based compensation reflecting the inducement awards issued to the GeneDx employees. Three months ended June 30, Six months ended June 30, 2022 2021 2022 2021 Pro forma revenues $ 48,293 $ 76,653 $ 138,370 $ 163,665 Pro forma net loss $ (147,732) $ (54,346) $ (243,636) $ (308,703) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Type of Customer | The following table summarizes the Company’s disaggregated revenue by payor category (in thousands): Three months ended June 30, 2022 2021 Diagnostic test revenue Patients with third-party insurance $ 21,398 $ 40,210 Institutional customers 11,120 3,755 Self-pay patients 1,486 838 Total diagnostic test revenue 34,004 44,803 Other revenue 2,165 2,212 Total $ 36,169 $ 47,015 Six months ended June 30, 2022 2021 Diagnostic test revenue Patients with third-party insurance $ 68,860 $ 86,409 Institutional customers 15,151 19,419 Self-pay patients 2,488 1,735 Total diagnostic test revenue 86,499 107,563 Other revenue 3,611 3,653 Total $ 90,110 $ 111,216 |
Schedule of Contract Assets and Contract Liabilities | A reconciliation of the beginning and ending balances of contract assets and contract liabilities is shown in the table below (in thousands): Contract Assets Contract December 31, 2021 $ 3,296 $ 3,769 Contract asset additions 1,067 — Customer prepayments — 350 Revenue recognized — (945) June 30, 2022 $ 4,363 $ 3,174 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value on a Recurring Basis | The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands): As of June 30, 2022 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 54,407 $ 54,407 $ — $ — Total financial assets $ 54,407 $ 54,407 $ — $ — Financial Liabilities: Public warrant liability $ 4,870 $ 4,870 $ — $ — Private warrant liability 2,388 — 2,388 — Earn-out contingent liability 168 — — 168 Contingent consideration based on milestone achievement 35,000 — — 35,000 Total financial liabilities $ 42,426 $ 4,870 $ 2,388 $ 35,168 As of December 31, 2021 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 385,370 $ 385,370 $ — $ — Total financial assets $ 385,370 $ 385,370 $ — $ — Financial Liabilities: Public warrant liability $ 14,463 $ 14,463 $ — $ — Private warrant liability 7,092 — 7,092 — Earn-out contingent liability 10,244 — — 10,244 Total financial liabilities $ 31,799 $ 14,463 $ 7,092 $ 10,244 Of the $284.6 million cash and cash equivalents presented on the condensed consolidated balance sheets as of June 30, 2022, $54.4 million was in money market funds and was classified within Level 1 of the fair value hierarchy as the fair value was based on quoted prices in active markets. |
Schedule of Measurement Inputs and Valuation Techniques | The key assumptions utilized in determining the Earn-out Shares valuation as of June 30, 2022 and March 31, 2022 were as follows: June 30, 2022 March 31, 2022 Stock price $1.26 $3.07 Expected volatility 87.5% 72.5% Expected term (in years) 1 1.3 Risk-free interest rate 2.81% 1.83% |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Depreciation and Amortization Expense | Property and equipment, net consisted of the following (in thousands): As of June 30, As of December 31, Laboratory equipment $ 38,809 $ 28,552 Equipment under finance leases 21,266 21,384 Leasehold improvements 35,525 21,905 Capitalized software 30,120 25,693 Building under finance lease 6,276 6,276 Construction in-progress 8,681 940 Computer equipment 9,342 6,634 Furniture, fixtures and other equipment 3,772 3,241 Total property and equipment 153,791 114,625 Less: accumulated depreciation and amortization (64,336) (51,906) Property and equipment, net $ 89,455 $ 62,719 Three months ended June 30, 2022 2021 Cost of services $ 3,316 $ 4,087 Research and development 1,989 1,446 Selling and marketing 1 1 General and administrative 1,321 85 Total depreciation and amortization expenses $ 6,627 $ 5,619 Six months ended June 30, 2022 2021 Cost of services $ 6,132 $ 7,145 Research and development 3,838 2,697 Selling and marketing 2 1 General and administrative 2,458 678 Total depreciation and amortization expenses $ 12,430 $ 10,521 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Expenses | Total related party costs are included within cost of services and related party expenses in the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended June 30, 2022 2021 Cost of services $ 1,348 $ 1,008 Related party expenses 1,731 888 Total related party costs $ 3,079 $ 1,896 Six months ended June 30, 2022 2021 Cost of services $ 2,404 $ 1,286 Related party expenses 3,015 2,685 Total related party costs $ 5,419 $ 3,971 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Maturities | As of June 30, 2022, long-term debt matures as follows (in thousands): 2022 (remainder of year) $ — 2023 875 2024 2,131 2025 2,174 2026 2,218 Thereafter 3,602 Total maturities of long-term debt 11,000 Less: current portion of long-term debt — Total long-term debt, net of current maturities $ 11,000 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Lease, Cost | The tables below present financial information associated with the Company’s leases. This information is only presented as of, and for the three and six months ended, June 30, 2022 because, the Company adopted the ASC 842 using a transition method that does not require application to periods prior to adoption (in thousands). Classification June 30, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 44,038 Finance lease assets Property and Equipment, net 12,160 Total lease assets $ 56,198 Liabilities Current Operating Due to related parties $ 566 Short-term lease liabilities 1,815 Finance Due to related parties 304 Short-term lease liabilities 2,940 Non-current Operating Long-term lease liabilities 45,484 Finance Long-term lease liabilities 17,322 Total lease liabilities $ 68,431 Lease cost Three months ended June 30, 2022 Six months ended June 30, 2022 Operating lease cost Operating lease cost $ 1,582 $ 2,962 Short-term lease cost 137 306 Variable lease cost 152 279 Total operating lease cost $ 1,871 $ 3,547 Finance lease cost Depreciation and amortization of leased assets $ 912 $ 1,824 Interest on lease liabilities 531 1,083 Total finance lease cost $ 1,443 $ 2,907 Total lease cost $ 3,314 $ 6,454 Other information related to leases as of and for six months ended June 30, 2022 are as follows: June 30, 2022 Weighted-average remaining lease term (years) Operating leases 12.7 Finance leases 18.2 Weighted-average discount rate Operating leases 6.8% Finance leases 10.7% Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $2,644 Operating cash flows from finance leases $1,083 Financing cash flows from finance lease $1,634 |
Schedule of Assets and Liabilities, Lessee | The tables below present financial information associated with the Company’s leases. This information is only presented as of, and for the three and six months ended, June 30, 2022 because, the Company adopted the ASC 842 using a transition method that does not require application to periods prior to adoption (in thousands). Classification June 30, 2022 Assets Operating lease assets Operating lease right-of-use assets $ 44,038 Finance lease assets Property and Equipment, net 12,160 Total lease assets $ 56,198 Liabilities Current Operating Due to related parties $ 566 Short-term lease liabilities 1,815 Finance Due to related parties 304 Short-term lease liabilities 2,940 Non-current Operating Long-term lease liabilities 45,484 Finance Long-term lease liabilities 17,322 Total lease liabilities $ 68,431 Lease cost Three months ended June 30, 2022 Six months ended June 30, 2022 Operating lease cost Operating lease cost $ 1,582 $ 2,962 Short-term lease cost 137 306 Variable lease cost 152 279 Total operating lease cost $ 1,871 $ 3,547 Finance lease cost Depreciation and amortization of leased assets $ 912 $ 1,824 Interest on lease liabilities 531 1,083 Total finance lease cost $ 1,443 $ 2,907 Total lease cost $ 3,314 $ 6,454 |
Schedule of Finance Lease, Liability, Fiscal Year Maturity | Future minimum lease payments under non-cancellable leases as of June 30, 2022 are as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 (remainder of the year) $ 2,684 $ 2,532 $ 5,216 2023 3,994 3,584 7,578 2024 5,504 2,763 8,267 2025 5,925 2,451 8,376 2026 6,066 2,003 8,069 Thereafter 57,511 49,884 107,395 Total $ 81,684 $ 63,217 $ 144,901 Less: imputed interest $ (33,819) $ (42,651) $ (76,470) Present value of lease liabilities $ 47,865 $ 20,566 $ 68,431 |
Schedule of Lessee, Operating Lease, Liability, Maturity | Future minimum lease payments under non-cancellable leases as of June 30, 2022 are as follows: Maturity of lease liabilities Operating leases Finance leases Total 2022 (remainder of the year) $ 2,684 $ 2,532 $ 5,216 2023 3,994 3,584 7,578 2024 5,504 2,763 8,267 2025 5,925 2,451 8,376 2026 6,066 2,003 8,069 Thereafter 57,511 49,884 107,395 Total $ 81,684 $ 63,217 $ 144,901 Less: imputed interest $ (33,819) $ (42,651) $ (76,470) Present value of lease liabilities $ 47,865 $ 20,566 $ 68,431 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | The following summarizes the stock option activity, which reflects the conversion of the options granted under the 2017 Plan into awards with respect to the Company Class A common stock in connection with the consummation of the Business Combination (in thousands, except share and per share amounts): Stock Options Outstanding Weighted Average Exercise Price Balance at December 31, 2021 30,905,543 $ 1.24 Options granted 10,362,635 2.61 Options exercised (6,325,176) 0.29 Options forfeited or canceled (1,495,899) 3.91 Balance at June 30, 2022 33,447,103 $ 1.73 Options exercisable at June 30, 2022 18,327,732 $ 0.74 |
Schedule of Valuation Assumptions | The fair value of the stock option awards for the period ended June 30, 2022 and June 30, 2021 were estimated using the Black-Scholes option pricing model with the following assumptions: Six Months ended June 30, 2022 2021 Expected volatility 65.20% - 75.00% 46.60%- 71.60% Expected term (in years) 5.48-6.07 0.17- 1.50 Risk-free interest rate 1.65%-3.03% 0.05%- 0.25% Dividend yield — — Fair value of Class A common stock $2.20-$3.45 $5.00- $12.06 |
Schedule of Restricted Stock Units Activity | The following table summarizes the activity related to the Company's time-based RSUs: Restricted Stock Units Outstanding Weighted Average Grant Date Fair Value Per Unit Balance at December 31, 2021 12,589,558 $ 7.64 Restricted Stock Units granted 14,455,696 2.80 Restricted Stock Units vested (924,019) 7.41 Restricted Stock Units forfeited (2,723,870) 6.33 Balance at June 30, 2022 23,397,365 $ 4.81 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense for all awards granted and outstanding is included within the condensed consolidated statements of operations and comprehensive loss as follows (in thousands): Three months ended June 30, 2022 2021 Cost of services $ 1,810 $ (306) Research and development 6,515 (370) Selling and marketing 1,485 1,065 General and administrative 12,911 (908) Total stock-based compensation expense $ 22,721 $ (519) Six months ended June 30, 2022 2021 Cost of services $ 3,191 $ 18,169 Research and development 10,856 37,817 Selling and marketing 4,310 19,753 General and administrative 21,923 88,704 Total stock-based compensation expense $ 40,280 $ 164,443 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | Basic and diluted loss per share attributable to common stockholders was calculated as follows (amounts in thousands, except for share and per share amounts): Three months ended June 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (85,742) $ (46,161) Denominator: Denominator for basic and diluted earnings per share-weighted-average common shares 337,752,029 1,100,734 Basic and diluted loss per share $ (0.25) $ (41.94) Six months ended June 30, 2022 2021 Numerator: Net loss attributable to common stockholders $ (162,638) $ (237,936) Denominator: Denominator for basic and diluted earnings per share-weighted-average common shares 291,318,351 826,778 Basic and diluted loss per share $ (0.56) $ (287.79) |
Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share | The following tables summarize the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been anti-dilutive: Three months ended June 30, 2022 2021 Outstanding options and RSUs to purchase Class A common stock 56,844,468 28,903,180 Outstanding warrants 21,994,972 — Outstanding earn-out shares 2,239,220 — Outstanding earn-out RSUs 16,782,356 — Redeemable convertible preferred stock (on an if-converted basis) — 171,535,213 Total 97,861,016 200,438,393 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Cost | The table below provides certain information concerning restructuring activity during the six months: Reserve Balance at December 31, 2021 Charged to Costs and Expenses Payments and Other Reserve Balance at June 30, 2022 Severance $ — $ 5,235 $ (4,757) $ 478 Others — 4,326 (1,600) 2,726 Total $ — $ 9,561 $ (6,357) $ 3,204 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following (in thousands): As of June 30, 2022 As of December 31, 2021 Accounts payable $ 53,302 $ 44,693 Accrued purchases 23,007 19,758 Reserves for refunds to insurance carriers 39,194 — Other 375 350 Total $ 115,878 $ 64,801 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): As of June 30, 2022 As of December 31, 2021 Accrued bonus $ 12,353 $ 13,561 Accrued payroll 10,883 7,013 Accrued benefits 3,106 1,057 Accrued commissions 2,881 2,826 Indemnification liabilities 13,470 — Current portion of the contingent consideration liabilities 28,000 — Other 10,926 8,930 Total $ 81,619 $ 33,387 |
Organization and Description _2
Organization and Description of Business (Details) | 6 Months Ended | |
Jun. 30, 2022 | Apr. 29, 2022 | |
GeneDx | GeneDX Holding 2, Inc. | ||
Organization and Description of Business [Line Items] | ||
Ownership percentage | 100% | |
Affiliated Entities | ||
Organization and Description of Business [Line Items] | ||
Conversion ratio (in shares) | 123.8339 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 29, 2022 USD ($) $ / shares shares | Dec. 09, 2021 d $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Jun. 30, 2022 USD ($) d segment $ / shares shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Mar. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | Sep. 04, 2021 $ / shares | Jul. 22, 2021 shares | |
Property, Plant and Equipment [Line Items] | ||||||||||||||
Number of reportable segments | segment | 1 | |||||||||||||
Proceeds from CARES act | $ 5,400 | |||||||||||||
Employer payroll tax | 3,800 | |||||||||||||
Deferred employer payroll tax paid | $ 1,900 | |||||||||||||
Accounts receivable, allowance for credit loss, writeoff | $ 500 | |||||||||||||
Purchase of warrants (in shares) | shares | 21,994,972 | 21,995,000 | ||||||||||||
Public warrants (in shares) | shares | 14,758,305 | |||||||||||||
Expected term (in years) | 5 years | |||||||||||||
Target share price of warrants or rights for redemption (in usd per share) | $ / shares | $ 18 | $ 18 | ||||||||||||
Redemption price per warrant (in usd per warrant) | $ / shares | $ 0.01 | |||||||||||||
Number of days for written notice of redemption | d | 30 | |||||||||||||
Minimum number of trading days | d | 30 | |||||||||||||
Contingent Consideration | $ 10,200 | $ 3,400 | ||||||||||||
Gain in fair value of warrant and contingent liabilities | $ 3,300 | $ 10,100 | ||||||||||||
Total stock-based compensation expense | 22,721 | $ (519) | 40,280 | $ 164,443 | ||||||||||
Operating lease assets | $ 0 | 44,038 | 44,038 | |||||||||||
Present value of lease liabilities | $ 47,865 | $ 47,865 | ||||||||||||
Purchases | Supplier Concentration Risk | Supplier A | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Concentration risk, percentage | 13% | 10% | 13% | 11% | ||||||||||
Accounting Standards Update 2016-02 | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Operating lease assets | $ 39,200 | |||||||||||||
Present value of lease liabilities | $ 42,200 | |||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Restricted stock units granted (in shares) | shares | 14,455,696 | |||||||||||||
Sema4 OpCo, Inc | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Contingent Consideration | $ 200 | $ 200 | ||||||||||||
Number of shares holder (in shares) | shares | 19,021,576 | |||||||||||||
Sema4 OpCo, Inc | Restricted Stock Units (RSUs) | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Restricted stock units granted (in shares) | shares | 2,700,000 | |||||||||||||
Total stock-based compensation expense | $ 900 | |||||||||||||
Sema4 OpCo, Inc | Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 13 | |||||||||||||
Sema4 OpCo, Inc | Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Two | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Minimum number of trading days | d | 20 | |||||||||||||
Consecutive trading day threshold | d | 30 | |||||||||||||
Share price (in Dollars per share) | $ / shares | $ 15 | |||||||||||||
Sema4 OpCo, Inc | Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche Three | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Share price (in Dollars per share) | $ / shares | $ 18 | |||||||||||||
GeneDx | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Restricted cash | $ 13,400 | 13,500 | $ 13,500 | |||||||||||
Restricted cash held as escrow, period | 12 months | |||||||||||||
Contingent Consideration | 35,000 | $ 35,000 | ||||||||||||
Gain in fair value of warrant and contingent liabilities | 17,000 | |||||||||||||
Business combination, contingent consideration arrangements | $ 150,000 | $ 150,000 | 150,000 | |||||||||||
Contingent consideration first milestone payment | 112,500 | |||||||||||||
Business acquisition cash and consideration held as escrow period | 12 months | |||||||||||||
First milestone payment estimated revenue | 163,000 | |||||||||||||
Contingent consideration second milestone payment | 37,500 | |||||||||||||
Second milestone payment estimated revenue | $ 219,000 | |||||||||||||
Business combination contingent consideration first milestone percentage | 80% | |||||||||||||
Business combination contingent consideration revenue target of milestone event | 100% | |||||||||||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 100% | |||||||||||||
Number of shares holder (in shares) | shares | 8,300,000 | |||||||||||||
GeneDx | Minimum | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business combination contingent consideration revenue target of milestone event | 90% | |||||||||||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 90% | |||||||||||||
GeneDx | Maximum | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Business combination contingent consideration revenue target of milestone event | 100% | |||||||||||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 100% | |||||||||||||
Class A Common Stock Equals or Exceeds, $18.00 | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share) | $ / shares | $ 18 | |||||||||||||
Minimum number of trading days | d | 20 | |||||||||||||
Consecutive trading day threshold | d | 30 | |||||||||||||
Class A common stock | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Purchase of aggregate private placement warrants (in shares) | shares | 1 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||||||||
Target share price of warrants or rights for redemption (in usd per share) | $ / shares | $ 10 | $ 10 | ||||||||||||
Minimum number of trading days | d | 20 | |||||||||||||
Consecutive trading day threshold | d | 30 | |||||||||||||
Common stock threshold, number of trading days before notice of redemption | d | 3 | |||||||||||||
Redemption on warrant holders (in usd per share) | $ / shares | $ 18 | |||||||||||||
Class A common stock | GeneDx | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Price per shares (in Dollars per share) | $ / shares | $ 2.15 | 4.86 | 4.86 | |||||||||||
Number of shares holder (in shares) | shares | 80,000,000 | |||||||||||||
Share price (in Dollars per share) | $ / shares | $ 4.86 | |||||||||||||
Class A common stock | Class A Common Stock Equals or Exceeds, $10.00 | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Target share price of warrants or rights for redemption (in usd per share) | $ / shares | $ 10 | 10 | ||||||||||||
Redemption price per warrant (in usd per warrant) | $ / shares | $ 0.10 | |||||||||||||
Number of days for written notice of redemption | d | 30 | |||||||||||||
Public Warrants | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Purchase of warrants (in shares) | shares | 14,758,333 | |||||||||||||
Private Placement Warrants | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Purchase of warrants (in shares) | shares | 7,236,667 | 7,236,667 | ||||||||||||
Forecast | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Deferred employer payroll tax paid | $ 1,900 | |||||||||||||
Government Assistance, CARES Act, Provider Relief Fund | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Proceeds from CARES act | $ 5,600 | 2,600 | ||||||||||||
Government Assistance, CARES Act, Employee Retention Credit | ||||||||||||||
Property, Plant and Equipment [Line Items] | ||||||||||||||
Proceeds from CARES act | $ 2,800 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentration Risk (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Customer Concentration Risk | Revenue | Payor A (**) | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 21% | 17% | |||
Customer Concentration Risk | Revenue | Payor C | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 12% | 13% | 10% | 13% | |
Customer Concentration Risk | Revenue | Payor D | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 10% | 10% | 10% | ||
Customer Concentration Risk | Revenue | Payor E | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 19% | ||||
Customer Concentration Risk | Accounts Receivable | Payor A (**) | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 22% | 15% | |||
Customer Concentration Risk | Accounts Receivable | Payor B | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 15% | ||||
Supplier Concentration Risk | Purchases | Supplier A | |||||
Concentration Risk [Line Items] | |||||
Concentration risk, percentage | 13% | 10% | 13% | 11% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | [1] | Dec. 31, 2020 | [1] |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 284,647 | $ 400,569 | ||||
Restricted cash | 14,370 | 900 | ||||
Total | $ 299,017 | $ 401,469 | $ 37,329 | $ 118,960 | ||
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed. |
Business Combination (Details)
Business Combination (Details) | 3 Months Ended | 6 Months Ended | ||||
Apr. 29, 2022 USD ($) $ / shares shares | Jul. 22, 2021 USD ($) $ / shares shares | Feb. 09, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | |
Trade names and trademarks | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangible assets | $ 1,500,000 | |||||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangible assets | 1,500,000 | |||||
Customer relationships | ||||||
Business Acquisition [Line Items] | ||||||
Amortization of intangible assets | 800,000 | |||||
Class A Common Stock | Private Placement | ||||||
Business Acquisition [Line Items] | ||||||
Sale of stock (in Shares) | shares | 50,000,000 | |||||
Private placement financing to sell | $ 200,000,000 | |||||
CMLS Holdings LLC | ||||||
Business Acquisition [Line Items] | ||||||
Business combination and net cash received | $ 510,000,000 | |||||
Number of shares holder (in shares) | shares | 35,000,000 | |||||
Price per shares (in Dollars per share) | $ / shares | $ 10 | |||||
Number of shares public offering | $ 350,000,000 | |||||
Number of shares issued and outstanding (in shares) | shares | 240,190,402 | |||||
Transactions costs | $ 51,800,000 | |||||
CMLS Holdings LLC | Prepaid expenses and other current assets | ||||||
Business Acquisition [Line Items] | ||||||
Transactions costs | $ 9,000,000 | |||||
CMLS Holdings LLC | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares holder (in shares) | shares | 10,188 | |||||
Price per shares (in Dollars per share) | $ / shares | $ 10 | |||||
Number of shares public offering | $ 101,880 | |||||
CMLS Holdings LLC | Class B Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares holder (in shares) | shares | 178,336,298 | |||||
Legacy Sema4 Shareholder payout | $ 230,665,220 | |||||
GeneDx | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares holder (in shares) | shares | 8,300,000 | |||||
Stock consideration paid for purchase of business | $ 150,000,000 | |||||
Restricted cash | $ 13,400,000 | 13,500,000 | $ 13,500,000 | |||
Business acquisition cash and consideration held as escrow period | 12 months | |||||
Business combination, contingent consideration arrangements | $ 150,000,000 | 150,000,000 | 150,000,000 | |||
Acquisition related costs | 12,100,000 | |||||
Business acquisition of revenue | $ 26,100,000 | |||||
Business acquisition of loss | $ 9,000,000 | |||||
GeneDx | Class A Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares holder (in shares) | shares | 80,000,000 | |||||
Price per shares (in Dollars per share) | $ / shares | $ 2.15 | $ 4.86 | $ 4.86 | |||
Business acquisition Issued value assigned | $ 172,000,000 | |||||
Share price (in Dollars per share) | $ / shares | $ 4.86 | |||||
Sema4 OpCo, Inc | ||||||
Business Acquisition [Line Items] | ||||||
Number of shares holder (in shares) | shares | 19,021,576 | |||||
Sema4 OpCo, Inc | Class B Common Stock | ||||||
Business Acquisition [Line Items] | ||||||
Share conversion ratio | 0.01000 |
Business Combinations - Assets
Business Combinations - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Apr. 29, 2022 | Dec. 31, 2021 |
Indefinite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 181,184 | $ 0 | |
GeneDx | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Cash and cash equivalents | $ 0 | ||
Accounts receivables | 21,651 | ||
Inventory | 6,210 | ||
Prepaid expenses | 4,671 | ||
Other current assets | 320 | ||
Property and equipment | 29,509 | ||
Other non-current assets | 6,464 | ||
Accounts payable and accrued expenses | (12,862) | ||
Other current liabilities | (15,781) | ||
Deferred tax liabilities | (51,779) | ||
Long-term lease liabilities | (5,798) | ||
Fair value of net assets acquired | 178,605 | ||
Goodwill | $ 181,200 | 185,871 | |
Aggregate purchase price | 364,476 | ||
Business acquisition, goodwill, expected tax deductible amount | 200 | ||
Trade names and trademarks | GeneDx | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 50,000 | ||
Developed technology | GeneDx | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets | 48,000 | ||
Customer relationships | GeneDx | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Intangible assets | $ 98,000 |
Business Combinations - Fair Va
Business Combinations - Fair Values and Useful Lives of the Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Apr. 29, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 193,663 | $ 196,000 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 49,479 | 50,000 |
Life (in Years) | 16 years | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 47,000 | 48,000 |
Life (in Years) | 8 years | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets, gross | $ 97,184 | $ 98,000 |
Life (in Years) | 20 years |
Business Combinations - Future
Business Combinations - Future Amortization Expense of Intangible Assets (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2022 (remainder of the year) | $ 7,012 |
2023 | 14,025 |
2024 | 14,025 |
2025 | 14,025 |
2026 | 14,025 |
Thereafter | 130,551 |
Total estimated future amortization expense | $ 193,663 |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||||
Pro forma revenues | $ 48,293 | $ 76,653 | $ 138,370 | $ 163,665 |
Pro forma net loss | $ (147,732) | $ (54,346) | $ (243,636) | $ (308,703) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 36,169 | $ 47,015 | [1] | $ 90,110 | $ 111,216 | [1] |
Diagnostic test revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 34,004 | 44,803 | [1] | 86,499 | 107,563 | [1] |
Patients with third-party insurance | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 21,398 | 40,210 | 68,860 | 86,409 | ||
Institutional customers | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 11,120 | 3,755 | 15,151 | 19,419 | ||
Self-pay patients | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | 1,486 | 838 | 2,488 | 1,735 | ||
Other revenue | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Total | $ 2,165 | $ 2,212 | [1] | $ 3,611 | $ 3,653 | [1] |
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed. |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Loss Contingencies [Line Items] | |||||
Liability, adjustment to revenue, change in measure of progress | $ 30,100 | $ 24,200 | |||
Contract liabilities | 0 | $ 0 | 473 | ||
Revenue recognized included contract liability | 200 | $ 1,500 | 700 | $ 2,200 | |
Deferred costs to fulfill contracts | 800 | 800 | $ 1,800 | ||
Amortization of deferred costs | 700 | $ 300 | 1,000 | $ 500 | |
Certain Payor Matters | |||||
Loss Contingencies [Line Items] | |||||
Liability reserve, potential recoupments | $ 39,200 | $ 39,200 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 $ in Millions | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue under existing collaboration service agreements | $ 9 |
Revenue under existing collaboration service agreements, period for recognition | 3 years |
Revenue Recognition - Contract
Revenue Recognition - Contract Assets and Contract Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Contract Assets | |
Balance | $ 3,296 |
Contract asset additions | 1,067 |
Balance | 4,363 |
Contract Liabilities | |
Balance | 3,769 |
Customer prepayments | 350 |
Revenue recognized | (945) |
Balance | $ 3,174 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) $ / shares | Jun. 30, 2022 USD ($) $ / shares | Apr. 29, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term debt, net of current portion | $ 11,000 | $ 11,000 | $ 11,000 | ||
Contingent Consideration | $ 3,400 | 10,200 | |||
Gain in fair value of warrant and contingent liabilities | 3,300 | 10,100 | |||
Current portion of the contingent consideration liabilities | $ 28,000 | $ 28,000 | $ 0 | ||
Measurement Input, Option Volatility | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent liability measurement input (in usd per share, percent, years) | 0.175 | 0.175 | |||
Stock price | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent liability measurement input (in usd per share, percent, years) | $ / shares | 1.26 | 1.26 | 3.07 | ||
GeneDx | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent Consideration | $ 35,000 | $ 35,000 | |||
Gain in fair value of warrant and contingent liabilities | 17,000 | ||||
Business combination, contingent consideration arrangements | 150,000 | 150,000 | $ 150,000 | ||
Contingent consideration first milestone payment | 112,500 | ||||
First milestone payment estimated revenue | 163,000 | ||||
Contingent consideration second milestone payment | 37,500 | ||||
Second milestone payment estimated revenue | $ 219,000 | ||||
Business combination contingent consideration first milestone percentage | 80% | ||||
Business combination contingent consideration revenue target of milestone event | 100% | ||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 100% | ||||
Current portion of the contingent consideration liabilities | $ 28,000 | $ 28,000 | |||
GeneDx | Minimum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination contingent consideration revenue target of milestone event | 90% | ||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 90% | ||||
GeneDx | Maximum | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Business combination contingent consideration revenue target of milestone event | 100% | ||||
Business combination contingent consideration percentage of milestone payment based on revenue target | 100% | ||||
GeneDx | Class A common stock | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Price per shares (in Dollars per share) | $ / shares | $ 4.86 | $ 4.86 | $ 2.15 | ||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Long-term Debt, Fair Value | $ 8,900 | $ 8,900 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Financial Liabilities: | |||
Contingent Consideration | $ 3,400 | $ 10,200 | |
Cash and cash equivalents | $ 284,647 | 400,569 | |
Fair Value, Recurring | |||
Financial Assets: | |||
Total financial assets | 54,407 | 385,370 | |
Financial Liabilities: | |||
Total financial liabilities | 42,426 | 31,799 | |
Fair Value, Recurring | Earn-out contingent liability | |||
Financial Liabilities: | |||
Contingent Consideration | 168 | 10,244 | |
Fair Value, Recurring | Contingent consideration based on milestone achievement | |||
Financial Liabilities: | |||
Contingent Consideration | 35,000 | ||
Fair Value, Recurring | Public Warrant | |||
Financial Liabilities: | |||
Warrant liability | 4,870 | 14,463 | |
Fair Value, Recurring | Private Warrant | |||
Financial Liabilities: | |||
Warrant liability | 2,388 | 7,092 | |
Fair Value, Recurring | Level 1 | |||
Financial Assets: | |||
Total financial assets | 54,407 | 385,370 | |
Financial Liabilities: | |||
Total financial liabilities | 4,870 | 14,463 | |
Fair Value, Recurring | Level 1 | Earn-out contingent liability | |||
Financial Liabilities: | |||
Contingent Consideration | 0 | 0 | |
Fair Value, Recurring | Level 1 | Contingent consideration based on milestone achievement | |||
Financial Liabilities: | |||
Contingent Consideration | 0 | ||
Fair Value, Recurring | Level 1 | Public Warrant | |||
Financial Liabilities: | |||
Warrant liability | 4,870 | 14,463 | |
Fair Value, Recurring | Level 1 | Private Warrant | |||
Financial Liabilities: | |||
Warrant liability | 0 | 0 | |
Fair Value, Recurring | Level 2 | |||
Financial Assets: | |||
Total financial assets | 0 | 0 | |
Financial Liabilities: | |||
Total financial liabilities | 2,388 | 7,092 | |
Fair Value, Recurring | Level 2 | Earn-out contingent liability | |||
Financial Liabilities: | |||
Contingent Consideration | 0 | 0 | |
Fair Value, Recurring | Level 2 | Contingent consideration based on milestone achievement | |||
Financial Liabilities: | |||
Contingent Consideration | 0 | ||
Fair Value, Recurring | Level 2 | Public Warrant | |||
Financial Liabilities: | |||
Warrant liability | 0 | 0 | |
Fair Value, Recurring | Level 2 | Private Warrant | |||
Financial Liabilities: | |||
Warrant liability | 2,388 | 7,092 | |
Fair Value, Recurring | Level 3 | |||
Financial Assets: | |||
Total financial assets | 0 | 0 | |
Financial Liabilities: | |||
Total financial liabilities | 35,168 | 10,244 | |
Fair Value, Recurring | Level 3 | Earn-out contingent liability | |||
Financial Liabilities: | |||
Contingent Consideration | 168 | 10,244 | |
Fair Value, Recurring | Level 3 | Contingent consideration based on milestone achievement | |||
Financial Liabilities: | |||
Contingent Consideration | 35,000 | ||
Fair Value, Recurring | Level 3 | Public Warrant | |||
Financial Liabilities: | |||
Warrant liability | 0 | 0 | |
Fair Value, Recurring | Level 3 | Private Warrant | |||
Financial Liabilities: | |||
Warrant liability | 0 | 0 | |
Money market funds | Level 1 | |||
Financial Assets: | |||
Money market funds | 54,400 | ||
Money market funds | Fair Value, Recurring | |||
Financial Assets: | |||
Money market funds | 54,407 | 385,370 | |
Money market funds | Fair Value, Recurring | Level 1 | |||
Financial Assets: | |||
Money market funds | 54,407 | 385,370 | |
Money market funds | Fair Value, Recurring | Level 2 | |||
Financial Assets: | |||
Money market funds | 0 | 0 | |
Money market funds | Fair Value, Recurring | Level 3 | |||
Financial Assets: | |||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Key Assumptions Utilized in Determining Valuation (Details) | Jun. 30, 2022 $ / shares yr | Mar. 31, 2022 yr $ / shares |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent liability measurement input (in usd per share, percent, years) | $ / shares | 1.26 | 3.07 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent liability measurement input (in usd per share, percent, years) | 0.875 | 0.725 |
Expected term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent liability measurement input (in usd per share, percent, years) | yr | 1 | 1.3 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent liability measurement input (in usd per share, percent, years) | 0.0281 | 0.0183 |
Property and Equipment - Compon
Property and Equipment - Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 153,791 | $ 114,625 |
Less: accumulated depreciation and amortization | (64,336) | (51,906) |
Property and equipment, net | 89,455 | 62,719 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,809 | 28,552 |
Equipment under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 21,266 | 21,384 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 35,525 | 21,905 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 30,120 | 25,693 |
Building under finance lease | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,276 | 6,276 |
Construction in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 8,681 | 940 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,342 | 6,634 |
Furniture, fixtures and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 3,772 | $ 3,241 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 6,627 | $ 5,619 | $ 12,430 | $ 10,521 |
Software amortization expense | $ 1,700 | $ 1,400 | $ 3,300 | $ 2,600 |
Property and Equipment - Deprec
Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expenses | $ 6,627 | $ 5,619 | $ 12,430 | $ 10,521 |
Cost of services | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expenses | 3,316 | 4,087 | 6,132 | 7,145 |
Research and development | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expenses | 1,989 | 1,446 | 3,838 | 2,697 |
Selling and marketing | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expenses | 1 | 1 | 2 | 1 |
General and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation and amortization expenses | $ 1,321 | $ 85 | $ 2,458 | $ 678 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Due to related parties | $ 2,354 | $ 2,354 | $ 2,623 | ||
Transition Services Agreement | OPKO | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties | 300 | 300 | |||
Related party costs | 300 | ||||
Receivables related to acquisition closing working capital adjustment | 4,500 | 4,500 | |||
Affiliated Entities | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 3,079 | $ 1,896 | 5,419 | $ 3,971 | |
Affiliated Entities | Cost of services | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 1,348 | 1,008 | 2,404 | 1,286 | |
Affiliated Entities | TSA Agreement | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 0 | 0 | 0 | 1,400 | |
Due to related parties | 0 | 0 | 0 | ||
Affiliated Entities | Service Agreements | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 2,300 | $ 1,900 | 4,200 | $ 2,600 | |
Due to related parties | 1,900 | 1,900 | 2,600 | ||
Affiliated Entities | Purchase Of Diagnostic Testing Kits And Materials | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | 1,000 | ||||
Payables | $ 100 | 100 | $ 100 | ||
Affiliated Entities | Purchase Of Diagnostic Testing Kits And Materials | Cost of services | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | $ 900 |
Related Party Transactions - Re
Related Party Transactions - Related Party Expenses (Details) - Affiliated Entities - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Total related party costs | $ 3,079 | $ 1,896 | $ 5,419 | $ 3,971 |
Cost of services | ||||
Related Party Transaction [Line Items] | ||||
Total related party costs | 1,348 | 1,008 | 2,404 | 1,286 |
Related party expenses | ||||
Related Party Transaction [Line Items] | ||||
Total related party costs | $ 1,731 | $ 888 | $ 3,015 | $ 2,685 |
Long-Term Debt - Loan and Secur
Long-Term Debt - Loan and Security Agreement (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 15, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Total | $ 81,619 | $ 33,387 | |
Long-term line of credit | $ 0 | ||
SVB Agreement | |||
Debt Instrument [Line Items] | |||
Existing issued and outstanding | 65% | ||
SVB Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 125,000 | ||
Payments of debt issuance costs | $ 500 | ||
Debt instrument, debt issuance costs, each anniversary | $ 500 | ||
Total | 1,000 | ||
Line of credit facility borrowing capacity | $ 135,000 | ||
Number of borrowers | 1.25 | ||
Trailing period for minimum revenue targets | 6 months | ||
Outstanding borrower | $ 50,000 | ||
SVB Agreement | Letter of Credit | |||
Debt Instrument [Line Items] | |||
Revolving credit facility | $ 20,000 |
Long-Term Debt - 2016 Funding C
Long-Term Debt - 2016 Funding Commitment (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 15, 2021 | |
Debt Instrument [Line Items] | ||||
Interest rate | 4% | |||
Outstanding loan balance | $ 11,000 | |||
DECD Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Total funding commitment | $ 15,500 | |||
Interest rate | 2% | |||
Administrative expenses over period | 10 years | |||
Maximum loan forgiveness | 12,300 | |||
Debt forgiven | 4,500 | |||
Outstanding loan balance | $ 11,000 | $ 11,000 |
Long-Term Debt - Maturities (De
Long-Term Debt - Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
2022 (remainder of year) | $ 0 | |
2023 | 875 | |
2024 | 2,131 | |
2025 | 2,174 | |
2026 | 2,218 | |
Thereafter | 3,602 | |
Total maturities of long-term debt | 11,000 | |
Less: current portion of long-term debt | 0 | |
Total long-term debt, net of current maturities | $ 11,000 | $ 11,000 |
Long-Term Debt - 2020 Master Lo
Long-Term Debt - 2020 Master Loan Agreement (Details) $ in Millions | 1 Months Ended | ||
Jul. 31, 2021 USD ($) | Aug. 31, 2020 USD ($) payment | Nov. 15, 2021 | |
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Master Loan Agreement | |||
Debt Instrument [Line Items] | |||
Proceeds from loan | $ 6.3 | ||
Number of consecutive required payments | payment | 60 | ||
Monthly required principal and interest payment | $ 0.1 | ||
Interest rate | 4.75% | ||
Repayment of long-term debt | $ 5.4 | ||
Debt instrument interest | $ 0.1 |
Long-Term Debt - 2020 Master Le
Long-Term Debt - 2020 Master Lease Agreement (Details) $ in Millions | 1 Months Ended | ||
Jul. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) payment | Nov. 15, 2021 | |
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Master Lease Agreement | |||
Debt Instrument [Line Items] | |||
Proceeds from long-term debt | $ 3.6 | ||
Number of consecutive required payments | payment | 60 | ||
Monthly required principal and interest payment | $ 0.1 | ||
Interest rate | 3.54% | ||
Letter of credit, deposit required, percent | 105% | ||
Repayment of long-term debt | $ 3.3 | ||
Debt instrument interest | $ 0.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | |||||
Apr. 30, 2019 period | Jun. 30, 2022 USD ($) | Apr. 30, 2022 | Dec. 31, 2021 USD ($) | Jan. 31, 2020 | Apr. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||||||
Letter of credit | $ 900 | $ 900 | ||||
Operating lease, remaining term | 9 years | |||||
Capital lease, interest rate | 13.10% | |||||
Finance | 3,400 | |||||
Finance | $ 17,322 | $ 18,400 | ||||
Building | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, operating lease, term of contract | 10 years | 325 months | ||||
Lease cancellation period | 196 months | |||||
Land to total value, percentage | 25% | |||||
One Renewal Period | Building | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of capital lease renewal terms | period | 1 | |||||
Lease term | 10 years | |||||
Two Renewal Periods | Building | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Number of capital lease renewal terms | period | 2 | |||||
Lease term | 5 years |
Leases - Lease, Cost (Details)
Leases - Lease, Cost (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Operating lease assets | $ 44,038 | $ 0 |
Finance lease assets | 12,160 | |
Total lease assets | 56,198 | |
Liabilities | ||
Finance | 3,400 | |
Non-current | ||
Operating | 45,484 | |
Finance | 17,322 | $ 18,400 |
Total liabilities | 68,431 | |
Due To Related Parties | ||
Liabilities | ||
Operating | 566 | |
Finance | 304 | |
Short-term Lease Liabilities | ||
Liabilities | ||
Operating | 1,815 | |
Finance | $ 2,940 |
Leases - Summary (Details)
Leases - Summary (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Operating lease cost | ||
Operating lease cost | $ 1,582 | $ 2,962 |
Short-term lease cost | 137 | 306 |
Variable lease cost | 152 | 279 |
Total operating lease cost | 1,871 | 3,547 |
Finance lease cost | ||
Depreciation and amortization of leased assets | 912 | 1,824 |
Interest on lease liabilities | 531 | 1,083 |
Total finance lease cost | 1,443 | 2,907 |
Total lease cost | $ 3,314 | $ 6,454 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments For Leases (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Operating leases | |
2022 (remainder of the year) | $ 2,684 |
2023 | 3,994 |
2024 | 5,504 |
2025 | 5,925 |
2026 | 6,066 |
Thereafter | 57,511 |
Total | 81,684 |
Less: imputed interest | (33,819) |
Present value of lease liabilities | 47,865 |
Finance leases | |
2022 (remainder of the year) | 2,532 |
2023 | 3,584 |
2024 | 2,763 |
2025 | 2,451 |
2026 | 2,003 |
Thereafter | 49,884 |
Total | 63,217 |
Less: imputed interest | (42,651) |
Present value of lease liabilities | 20,566 |
Total | |
2022 (remainder of the year) | 5,216 |
2023 | 7,578 |
2024 | 8,267 |
2025 | 8,376 |
2026 | 8,069 |
Thereafter | 107,395 |
Total | 144,901 |
Less: imputed interest | (76,470) |
Present value of lease liabilities | $ 68,431 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | [1] | |
Weighted-average remaining lease term (years) | |||
Operating leases (years) | 12 years 8 months 12 days | ||
Finance leases (years) | 18 years 2 months 12 days | ||
Weighted-average discount rate | |||
Operating leases (as percent) | 6.80% | ||
Finance leases (as percent) | 10.70% | ||
Cash paid for amounts included in the measurement of lease liabilities | |||
Operating cash flows from operating leases | $ 2,644 | ||
Operating cash flows from finance leases | 1,083 | ||
Financing cash flows from finance lease | $ 1,634 | $ 1,994 | |
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitment, remaining minimum amount committed | $ 28.4 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||||
May 02, 2022 $ / shares shares | Jul. 22, 2021 shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) employee shares | Jun. 30, 2022 USD ($) consultant shares | Jun. 30, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average price of shares purchased (in usd per share) | $ 2.20 | |||||||||||
Unvested company stock option | $ | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,100 | $ 2,100 | ||||
Number of shares granted (in shares) | 1 | 1 | ||||||||||
Total stock-based compensation expense | $ | $ 22,721 | $ (519) | 40,280 | $ 164,443 | ||||||||
Share-based Payment Arrangement, Tranche One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units granted (in us dollars per share) | $ 1.82 | |||||||||||
Restricted stock units forfeited (in us dollars per share) | $ 0.01 | |||||||||||
Share-based Payment Arrangement, Tranche Two | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units granted (in us dollars per share) | 1.39 | |||||||||||
Restricted stock units forfeited (in us dollars per share) | 0.01 | |||||||||||
Share-based Payment Arrangement, Tranche Three | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units granted (in us dollars per share) | $ 0.94 | |||||||||||
Restricted stock units forfeited (in us dollars per share) | $ 0.01 | |||||||||||
Options to purchase common stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Weighted average remaining contractual life (years), options exercisable | 10 years | |||||||||||
Unrecognized stock-based compensation cost on the unvested stock options | $ | $ 28,200 | $ 28,200 | 28,200 | 28,200 | $ 28,200 | 28,200 | $ 28,200 | $ 28,200 | ||||
Weighted-average vesting period for compensation cost | 1 year 8 months 26 days | |||||||||||
Restricted Stock Units (RSUs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 4 years | |||||||||||
Unrecognized stock-based compensation cost on the unvested stock options | $ | $ 70,600 | $ 70,600 | $ 70,600 | $ 70,600 | $ 70,600 | $ 70,600 | $ 70,600 | $ 70,600 | ||||
Weighted-average vesting period for compensation cost | 1 year 9 months 18 days | |||||||||||
Stock conversion ratio | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||
Restricted stock units granted (in us dollars per share) | $ 2.80 | |||||||||||
Restricted stock units granted (in shares) | shares | 14,455,696 | |||||||||||
Restricted stock units forfeited (in us dollars per share) | $ 6.33 | |||||||||||
Restricted Stock Units (RSUs) | Board of Directors Chairman | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock units granted (in shares) | shares | 126,980 | |||||||||||
Restricted Stock Units (RSUs) | Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Newly hired employees (in shares) | shares | 4,285,208 | |||||||||||
Restricted Stock Units (RSUs) | Share-based Payment Arrangement, Tranche One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting commencement date | 12 months | |||||||||||
Stock Appreciation Rights (SARs) | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Total stock-based compensation expense | $ | $ 3,800 | |||||||||||
Outstanding vested value | $ | $ 0 | $ 0 | $ 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Share-based payment arrangement, expense, reversal | $ | $ 4,500 | $ 9,700 | ||||||||||
Options and RSUs | Share-based Payment Arrangement, Tranche One | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of converted share | 25% | |||||||||||
Options and RSUs | Share-based Payment Arrangement, Tranche Two | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of converted share | 25% | |||||||||||
Options and RSUs | Share-based Payment Arrangement, Tranche Three | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of converted share | 25% | |||||||||||
Class A Common Stock | Options to purchase common stock | Employee | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Newly hired employees (in shares) | shares | 4,932,132 | |||||||||||
2017 Stock Incentive Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value re-measurement period for the liability awards | 6 months | |||||||||||
2017 Stock Incentive Plan | Options to purchase common stock | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options granted | shares | 0 | |||||||||||
Weighted average remaining contractual life (years), options exercisable | 10 years | |||||||||||
Vesting period | 4 years | |||||||||||
2021 Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of options granted | shares | 0 | |||||||||||
Weighted average remaining contractual life (years), options exercisable | 10 years | |||||||||||
Vesting period | 4 years | |||||||||||
Number of share issuance | shares | 32,734,983 | |||||||||||
2021 Employee Stock Purchase Plan | Employee Stock Purchase Plan | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares equal to percent | 1% | |||||||||||
Number of share issuance | shares | 7,229,799 | 7,229,799 | 7,229,799 | 7,229,799 | 7,229,799 | 7,229,799 | 7,229,799 | 7,229,799 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - Class A Common Stock - $ / shares | 6 Months Ended |
Jun. 30, 2022 | |
Stock Options Outstanding | |
Beginning balance (in shares) | 30,905,543 |
Options granted (in shares) | 10,362,635 |
Options exercised (in shares) | (6,325,176) |
Options forfeited and cancelled (in shares) | (1,495,899) |
Ending balance (in shares) | 33,447,103 |
Options outstanding, exercisable at end of period (in shares) | 18,327,732 |
Weighted Average Exercise Price | |
Weighted-average exercise price (in dollars per share) | $ 1.24 |
Weighted average exercise price, options granted (in dollars per share) | 2.61 |
Weighted average exercise price, options exercised (in dollars per share) | 0.29 |
Weighted average exercise price, options forfeited and cancelled (in dollars per share) | 3.91 |
Weighted-average exercise price (in dollars per share) | 1.73 |
Weighted average exercise price, options exercisable (in dollars per share) | $ 0.74 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Assumptions (Details) - Options to purchase common stock - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 65.20% | 46.60% |
Expected volatility, maximum | 75% | 71.60% |
Risk-free interest rate minimum | 1.65% | 0.05% |
Risk-free interest rate maximum | 3.03% | 0.25% |
Dividend yield | 0% | 0% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 5 months 23 days | 2 months 1 day |
Fair value (in dollars per share) | $ 2.20 | $ 5 |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 25 days | 1 year 6 months |
Fair value (in dollars per share) | $ 3.45 | $ 12.06 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Restricted Stock Units Outstanding | |
Restricted Stock Units Outstanding (in shares) | shares | 12,589,558 |
Restricted stock units granted (in shares) | shares | 14,455,696 |
Restricted Stock Units vested (in shares) | shares | (924,019) |
Restricted Stock Units forfeited (in shares) | shares | (2,723,870) |
Restricted Stock Units Outstanding (in shares) | shares | 23,397,365 |
Weighted Average Exercise Price | |
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) | $ / shares | $ 7.64 |
Restricted stock units granted (in us dollars per share) | $ / shares | 2.80 |
Restricted Stock Units vested (in us dollars per share) | $ / shares | 7.41 |
Restricted stock units forfeited (in us dollars per share) | $ / shares | 6.33 |
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) | $ / shares | $ 4.81 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 22,721 | $ (519) | $ 40,280 | $ 164,443 |
Cost of services | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,810 | (306) | 3,191 | 18,169 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 6,515 | (370) | 10,856 | 37,817 |
Selling and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 1,485 | 1,065 | 4,310 | 19,753 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 12,911 | $ (908) | $ 21,923 | $ 88,704 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | [1] | Jun. 30, 2022 | Jun. 30, 2021 | [1],[2] | |
Tax Credit Carryforward [Line Items] | ||||||
Income tax benefit | $ 49,077 | $ 0 | $ 49,077 | $ 0 | ||
Effective tax rate (percent) | 0% | 0.27% | ||||
Deferred tax liabilities | $ 51,800 | $ 51,800 | ||||
Increase in valuation allowance | 48,600 | |||||
Deferred tax benefit | $ 48,600 | |||||
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed.[2]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed. |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2021 USD ($) $ / shares shares | |||
Numerator: | ||||||
Net loss attributable to common stockholders | $ | $ (85,742) | $ (46,161) | [1],[2] | $ (162,638) | $ (237,936) | [1],[3] |
Denominator: | ||||||
Weighted average shares outstanding, basic (in shares) | shares | 337,752,029 | 1,100,734 | 291,318,351 | 826,778 | ||
Weighted average shares outstanding, diluted (in shares) | shares | 337,752,029 | 1,100,734 | 291,318,351 | 826,778 | ||
Basic loss per share (in dollars per share) | $ / shares | $ (0.25) | $ (41.94) | $ (0.56) | $ (287.79) | ||
Diluted loss per share (in dollars per share) | $ / shares | $ (0.25) | $ (41.94) | $ (0.56) | $ (287.79) | ||
Conversion ratio | 123.8339 | |||||
[1]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to reclassify certain expenses between cost of services and operating expenses. The adjustments are reflected as disclosed.[2]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made which impacted previously reported net loss for the second quarter of 2021 and the adjusted net loss is reflected as disclosed.[3]As previously disclosed in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021, certain adjustments were made to certain liability accounts previously reported in the condensed balance sheets as of June 30, 2021. The adjustments are reflected accordingly as disclosed. |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 97,861,016 | 200,438,393 |
Outstanding options and RSUs to purchase Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 56,844,468 | 28,903,180 |
Outstanding warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 21,994,972 | 0 |
Outstanding earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,239,220 | 0 |
Outstanding earn-out RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 16,782,356 | 0 |
Redeemable convertible preferred stock (on an if-converted basis) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 171,535,213 |
Restructuring Costs (Details)
Restructuring Costs (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 0 |
Restructuring Charges | 9,561 |
Payments for Restructuring | (6,357) |
Restructuring reserve, ending balance | 3,204 |
Employee Severance | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0 |
Restructuring Charges | 5,235 |
Payments for Restructuring | (4,757) |
Restructuring reserve, ending balance | 478 |
Other Restructuring | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | 0 |
Restructuring Charges | 4,326 |
Payments for Restructuring | (1,600) |
Restructuring reserve, ending balance | $ 2,726 |
Supplemental Financial Inform_3
Supplemental Financial Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accounts payable | $ 53,302 | $ 44,693 |
Accrued purchases | 23,007 | 19,758 |
Reserves for refunds to insurance carriers | 39,194 | 0 |
Other | 375 | 350 |
Total | $ 115,878 | $ 64,801 |
Supplemental Financial Inform_4
Supplemental Financial Information - Other current liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
Accrued bonus | $ 12,353 | $ 13,561 |
Accrued payroll | 10,883 | 7,013 |
Accrued benefits | 3,106 | 1,057 |
Accrued commissions | 2,881 | 2,826 |
Indemnification liabilities | 13,470 | 0 |
Current portion of the contingent consideration liabilities | 28,000 | 0 |
Other | 10,926 | 8,930 |
Total | $ 81,619 | $ 33,387 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 6 Months Ended | |
Dec. 31, 2022 position | Aug. 15, 2022 USD ($) | |
Minimum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, expected cost | $ 8.5 | |
Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring and related cost, expected cost | $ 11.5 | |
Forecast | ||
Subsequent Event [Line Items] | ||
Planned number of positions eliminated | position | 250 | |
Number of positions eliminated, period percent | 13% | |
Forecast | Legacy Business | ||
Subsequent Event [Line Items] | ||
Number of positions eliminated, period percent | 30% |