Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-36156 | ||
Entity Registrant Name | VERACYTE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-5455398 | ||
Entity Address, Address Line One | 6000 Shoreline Court, | ||
Entity Address, Address Line Two | Suite 300 | ||
Entity Address, City or Town | South San Francisco, | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94080 | ||
City Area Code | 650 | ||
Local Phone Number | 243-6300 | ||
Title of 12(b) Security | Common Stock, par value, $0.001 per share | ||
Trading Symbol | VCYT | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.7 | ||
Entity Common Stock, Shares Outstanding (in shares) | 71,218,291 | ||
Documents Incorporated by Reference | Portions of the registrant's proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant's 2022 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2021. | ||
Entity Central Index Key | 0001384101 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | Redwood City, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 173,197 | $ 349,364 |
Accounts receivable | 41,461 | 18,461 |
Supplies | 11,225 | 4,657 |
Prepaid expenses and other current assets | 17,219 | 3,197 |
Total current assets | 243,102 | 375,679 |
Property and equipment, net | 15,098 | 8,990 |
Right-of-use assets - operating leases | 16,043 | 7,843 |
Intangible assets, net | 202,731 | 59,924 |
Goodwill | 707,904 | 2,725 |
Restricted cash | 749 | 603 |
Other assets | 2,198 | 1,399 |
Total assets | 1,187,825 | 457,163 |
Current liabilities: | ||
Accounts payable | 12,360 | 3,116 |
Accrued liabilities | 39,475 | 11,705 |
Current portion of long-term debt | 1,127 | 0 |
Current portion of deferred revenue | 4,646 | 371 |
Current portion of acquisition-related contingent consideration | 2,682 | 0 |
Current portion of operating lease liabilities | 3,630 | 1,589 |
Current portion of other liabilities | 231 | 0 |
Total current liabilities | 64,151 | 16,781 |
Long-term debt | 0 | 810 |
Deferred revenue, net of current portion | 343 | 829 |
Deferred tax liability | 5,592 | 0 |
Acquisition-related contingent consideration, net of current portion | 5,722 | 7,594 |
Operating lease liabilities, net of current portion | 14,096 | 9,917 |
Other liabilities | 1,407 | 0 |
Total liabilities | 91,311 | 35,931 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized, 71,123,108 and 58,200,526 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 71 | 58 |
Additional paid-in capital | 1,468,683 | 702,768 |
Accumulated deficit | (357,157) | (281,594) |
Accumulated other comprehensive loss | (15,083) | 0 |
Total stockholders' equity | 1,096,514 | 421,232 |
Total liabilities and stockholders' equity | $ 1,187,825 | $ 457,163 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 71,123,108 | 58,200,526 |
Common stock, shares outstanding (in shares) | 71,123,108 | 58,200,526 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 219,514,000 | $ 117,483,000 | $ 120,368,000 |
Operating expenses: | |||
Research and development | 29,843,000 | 17,204,000 | 14,851,000 |
Selling and marketing | 79,840,000 | 52,389,000 | 53,691,000 |
General and administrative | 101,353,000 | 36,729,000 | 29,029,000 |
Intangible asset amortization | 15,981,000 | 5,095,000 | 1,401,000 |
Total operating expenses | 301,417,000 | 152,872,000 | 135,495,000 |
Loss from operations | (81,903,000) | (35,389,000) | (15,127,000) |
Other income, net | 254,000 | 480,000 | 2,528,000 |
Loss before income tax benefit | (81,649,000) | (34,909,000) | (12,599,000) |
Income tax benefit | (6,086,000) | 0 | 0 |
Net loss | $ (75,563,000) | $ (34,909,000) | $ (12,599,000) |
Net loss per common share, basic (in USD per share) | $ (1.11) | $ (0.66) | $ (0.27) |
Net loss per common share, diluted (in USD per share) | $ (1.11) | $ (0.66) | $ (0.27) |
Shares use to compute net loss per common share, basic (in shares) | 67,890,328 | 53,239,231 | 46,138,177 |
Shares use to compute net loss per common share, diluted (in shares) | 67,890,328 | 53,239,231 | 46,138,177 |
Testing revenue | |||
Revenue: | |||
Total revenue | $ 188,182,000 | $ 101,970,000 | $ 107,355,000 |
Operating expenses: | |||
Cost of revenue | 58,860,000 | 35,913,000 | 36,077,000 |
Product revenue | |||
Revenue: | |||
Total revenue | 11,464,000 | 9,845,000 | 923,000 |
Operating expenses: | |||
Cost of revenue | 5,887,000 | 4,921,000 | 446,000 |
Biopharmaceutical and other revenue | |||
Revenue: | |||
Total revenue | 19,868,000 | 5,668,000 | 12,090,000 |
Operating expenses: | |||
Cost of revenue | $ 9,653,000 | $ 621,000 | $ 0 |
Consolidated of Statements of C
Consolidated of Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (75,563) | $ (34,909) | $ (12,599) |
Other comprehensive loss: | |||
Change in currency translation adjustments | (15,083) | 0 | 0 |
Net comprehensive loss | $ (90,646) | $ (34,909) | $ (12,599) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2018 | 40,863 | ||||
Beginning balance at Dec. 31, 2018 | $ 79,755 | $ 41 | $ 313,800 | $ (234,086) | $ 0 |
Increase (Decrease) in Stockholders' Equity [Rollforward] | |||||
Sale of common stock in a public offering, net of offering costs (in shares) | 6,325 | ||||
Sale of common stock in a public offering, net of offering costs | 137,848 | $ 6 | 137,842 | ||
Issuance of common stock for acquisition (in shares) | 377 | ||||
Issuance of common stock for acquisition | 10,000 | $ 1 | 9,999 | ||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 1,924 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 14,355 | $ 2 | 14,353 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 136 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 1,266 | 1,266 | |||
Tax portion of vested restricted stock units | (977) | (977) | |||
Stock-based compensation expense (employee) | 8,883 | 8,883 | |||
Stock-based compensation expense (non-employee) | 181 | 181 | |||
Stock-based compensation expense (ESPP) | 743 | 743 | |||
Net loss | (12,599) | (12,599) | |||
Ending balance (in shares) at Dec. 31, 2019 | 49,625 | ||||
Ending balance at Dec. 31, 2019 | 239,455 | $ 50 | 486,090 | (246,685) | 0 |
Increase (Decrease) in Stockholders' Equity [Rollforward] | |||||
Sale of common stock in a public offering, net of offering costs (in shares) | 6,900 | ||||
Sale of common stock in a public offering, net of offering costs | 193,831 | $ 7 | 193,824 | ||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 1,573 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 11,668 | $ 1 | 11,667 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 103 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 2,037 | 2,037 | |||
Tax portion of vested restricted stock units | (3,845) | (3,845) | |||
Stock-based compensation expense (employee) | 12,017 | 12,017 | |||
Stock-based compensation expense (non-employee) | 51 | 51 | |||
Stock-based compensation expense (ESPP) | 927 | 927 | |||
Net loss | (34,909) | (34,909) | |||
Ending balance (in shares) at Dec. 31, 2020 | 58,201 | ||||
Ending balance at Dec. 31, 2020 | 421,232 | $ 58 | 702,768 | (281,594) | 0 |
Increase (Decrease) in Stockholders' Equity [Rollforward] | |||||
Sale of common stock in a public offering, net of offering costs (in shares) | 8,547 | ||||
Sale of common stock in a public offering, net of offering costs | 593,821 | $ 9 | 593,812 | ||
Issuance of common stock for acquisition (in shares) | 3,347 | ||||
Issuance of common stock for acquisition | 147,089 | $ 3 | 147,086 | ||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 947 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 9,175 | $ 1 | 9,174 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 81 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 2,353 | 2,353 | |||
Tax portion of vested restricted stock units | (9,029) | (9,029) | |||
Stock-based compensation expense (employee) | 20,795 | 20,795 | |||
Stock-based compensation expense (non-employee) | 61 | 61 | |||
Stock-based compensation expense (ESPP) | 1,663 | 1,663 | |||
Net loss | (75,563) | (75,563) | |||
Other comprehensive loss | (15,083) | (15,083) | |||
Ending balance (in shares) at Dec. 31, 2021 | 71,123 | ||||
Ending balance at Dec. 31, 2021 | $ 1,096,514 | $ 71 | $ 1,468,683 | $ (357,157) | $ (15,083) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Stockholders' Equity [Abstract] | |||
Issuance costs | $ 38,677 | $ 13,169 | $ 9,208 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||
Net loss | $ (75,563) | $ (34,909) | $ (12,599) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 19,593 | 7,944 | 4,117 |
Gain on disposal of property and equipment | 0 | 0 | (23) |
Stock-based compensation | 22,519 | 12,995 | 9,807 |
Benefit from income taxes | (6,258) | 0 | 0 |
Amortization and write-off of debt discount and issuance costs | 0 | 0 | 83 |
Interest on end-of-term debt obligation | 216 | 216 | 229 |
Write-down of excess supplies | 0 | 1,088 | 0 |
Noncash lease expense | 1,632 | 964 | 1,034 |
Revaluation of acquisition-related contingent consideration | 810 | 1,506 | 0 |
Impairment loss | 0 | 1,000 | 0 |
Effect of foreign currency on operations | 1,211 | (34) | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (8,571) | 955 | (6,161) |
Supplies | (1,464) | 1,061 | (3,404) |
Prepaid expenses and other current assets | (3,316) | (970) | 154 |
Other assets | (216) | 37 | (351) |
Operating lease liability | (1,794) | (1,407) | (1,205) |
Accounts payable | 5,155 | 711 | (141) |
Accrued liabilities and deferred revenue | 14,425 | (868) | 5,228 |
Net cash used in operating activities | (31,621) | (9,711) | (3,232) |
Investing activities | |||
Acquisition of Decipher Biosciences, net of cash acquired | (574,411) | 0 | 0 |
Acquisition of HalioDx, net of cash acquired | (162,419) | 0 | 0 |
Acquisition of NanoString diagnostics platform | 0 | 0 | (40,000) |
Proceeds from sale of equity securities | 3,000 | 0 | 0 |
Purchase of equity securities | 0 | (1,000) | 0 |
Proceeds from the sale of property and equipment | 0 | 0 | 23 |
Purchases of property and equipment | (5,376) | (2,837) | (2,756) |
Net cash used in investing activities | (739,206) | (3,837) | (42,733) |
Financing activities | |||
Proceeds from issuance of common stock in a public offering, net of issuance costs | 593,821 | 193,831 | 137,848 |
Payment of long-term debt | 0 | (100) | (24,900) |
Payment of financial lease liability | 0 | 0 | (308) |
Payment of taxes on vested restricted stock units | (9,029) | (3,845) | (977) |
Proceeds from the exercise of common stock options and employee stock purchases | 11,528 | 13,709 | 15,624 |
Net cash provided by financing activities | 596,320 | 203,595 | 127,287 |
(Decrease) increase in cash, cash equivalents and restricted cash | (174,507) | 190,047 | 81,322 |
Effect of foreign currency on cash, cash equivalents and restricted cash | (1,514) | 0 | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (176,021) | 190,047 | 81,322 |
Cash, cash equivalents and restricted cash at beginning of year | 349,967 | 159,920 | 78,598 |
Cash, cash equivalents and restricted cash at end of year | 173,946 | 349,967 | 159,920 |
Supplementary cash flow information of non-cash investing and financing activities: | |||
Shares issued for purchase consideration for a business combination | 147,089 | 0 | 10,000 |
Deferred purchase consideration for a business combination | 0 | 0 | 6,088 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 392 | 294 | 226 |
Supplementary cash flow information: | |||
Cash paid for interest on debt | 9 | 13 | 332 |
Cash paid for tax | 112 | 112 | 35 |
Cash and cash equivalents | 173,197 | 349,364 | 159,317 |
Restricted cash | 749 | 603 | 603 |
Total cash, cash equivalents and restricted cash | $ 173,946 | $ 349,967 | $ 159,920 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business Veracyte, Inc., or Veracyte, or the Company, is a global diagnostics company that improves patient care by answering important clinical questions to inform diagnosis and treatment decisions throughout the patient journey in cancer and other diseases. The Company’s growing menu of tests leverage advances in genomic science and machine learning technology to influence care for patients, enabling them to avoid unnecessary and potentially harmful procedures and interventions, and accelerate time to more appropriate treatment. In addition to making its tests available in the United States through its central laboratories, the Company believes its exclusive access to the nCounter Analysis System, a diagnostics platform, positions the company to deliver its tests to patients worldwide through laboratories and hospitals that can perform them locally. Veracyte was incorporated in the state of Delaware on August 15, 2006, as Calderome, Inc. Calderome operated as an incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. The Company’s headquarters are in South San Francisco, California, and it also has operations in San Diego, California; Austin, Texas; Richmond, Virginia; Vancouver, Canada; and Marseille, France. It performs diagnostic testing in its Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories in South San Francisco, San Diego, Austin, Richmond and Marseille. Veracyte’s foundational approach for its tests begins with determining what clinical questions need to be answered in order to inform what happens next for the patient. The Company deploys rigorous science and technology to develop and validate its tests and collects extensive clinical utility data to demonstrate their ability to influence care. This approach has enabled the Company to obtain Medicare reimbursement for many of its commercially available tests. The Company positions its tests to integrate seamlessly into the way physicians currently evaluate patients, to facilitate adoption. Veracyte currently offers genomic tests, which it believes are changing patient care in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer (Prosigna); lung cancer (Percepta); and interstitial lung diseases, or ILD, including idiopathic pulmonary fibrosis, or IPF (Envisia). The Company’s commercially available tests in each of these indications are covered by Medicare. Additionally, through its acquisition of HalioDx, the Company also offers a clinically validated immuno-oncology test in colon cancer (Immunoscore). The Company performs its genomic tests for thyroid cancer, lung cancer and IPF in its CLIA-certified laboratory in South San Francisco, California, and its genomic tests for prostate and bladder cancer in its College of American Pathologists, or CAP, accredited and CLIA-certified laboratory in San Diego, California. In 2019, the Company acquired from NanoString Technologies, Inc. or NanoString, the exclusive global diagnostics license to the nCounter Analysis System and the Prosigna Breast Cancer Prognostic Gene Signature Assay, which is commercially available, along with the LymphMark lymphoma subtyping assay, which is in development for use as a companion diagnostic with Acerta Pharma’s and AstraZeneca’s Calquence. Both tests are designed for use on the nCounter Analysis System. The Prosigna test kits and associated products are sold to laboratories and hospitals globally. Additionally, the Company’s Immunoscore Colon Cancer test is performed in Veracyte’s CLIA-certified laboratories in Marseille, France, and Richmond, Virginia. Veracyte’s scientific approach and capabilities in genomics and immuno-oncology also provide multiple opportunities for partnerships with biopharmaceutical and diagnostic testing companies. In developing and commercializing its products, the Company has built or gained access to unique data and sample biorepositories, and proprietary technology and bioinformatics that it believes are important to the development of new targeted therapies, determining clinical trial eligibility and guiding treatment selection. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; write-down of supplies; useful lives of property and equipment; recoverability of long-lived assets; incremental borrowing rates for leases; accounting for acquisitions; estimation of the fair value of intangible assets and contingent consideration; assessment of variable interest entities; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recognized revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. Liquidity The Company has incurred net losses since its inception and as of December 31, 2021, the Company had an accumulated deficit of $357.2 million. The Company believes its cash and cash equivalents of $173.2 million as of December 31, 2021, and its revenue from sales in 2022 will be sufficient to meet its anticipated cash requirements through at least February 2022. On February 9, 2021, the Company issued and sold 8,547,297 shares of common stock in a registered public offering, including 1,114,864 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $74.00 per share. The Company's net proceeds from the offering were $593.8 million, after deducting underwriting commissions and offering expenses of $38.7 million. In August 2020, the Company issued and sold 6,900,000 shares of common stock in a registered public offering, including 900,000 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $30.00 per share. The Company's net proceeds from the offering were approximately $193.8 million, after deducting underwriting commissions and offering expenses of $13.2 million. In May 2019, the Company issued and sold 6,325,000 shares of common stock in a registered public offering, including 825,000 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $23.25 per share. The Company's net proceeds from the offering were approximately $137.8 million, after deducting underwriting commissions and offering expenses of $9.2 million. If the Company is not able to generate cash proceeds from revenue sufficient to satisfy its cash obligations, the Company will need to finance future cash needs primarily through public or private equity offerings, debt financings, borrowings or strategic collaborations or licensing arrangements. If the Company is not able to secure additional funding when needed, on acceptable terms, it may have to delay, reduce the scope of or eliminate one or more research and development programs or selling and marketing initiatives which may have a material adverse effect on the Company's business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all. Concentrations of Credit Risk and Other Risks and Uncertainties The worldwide spread of coronavirus, or COVID-19, has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have. As a result, the ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Company’s business, results of operations and financial condition will depend on future developments, are highly uncertain and difficult to predict. If the financial markets or the overall economy are impacted for an extended period, the Company’s liquidity, revenues, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing our estimates. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits in this institution may exceed the amount of insurance provided on such deposits. The Company has not realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts. Several of the components of the Company's sample collection kit and test reagents, and its nCounter Analysis Systems and related test kits are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company's requirements on a timely basis, it could suffer delays in being able to deliver its diagnostic solutions, a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the customer. The estimate of credit losses is not material at December 31, 2021. Through December 31, 2021, the Company has derived most of its revenue from the sale of Afirma and the Decipher urologic tests, delivered primarily to physicians in the United States. The Company generally invoices third-party payers upon delivery of a patient report to the prescribing physician. As such, the Company takes the assignment of benefits and the risk of cash collection from the third-party payer and individual patients. The Company's total third-party payers and other customers in excess of 10% of revenue and their related revenue as a percentage of total revenue were as follows: Year Ended December 31, 2021 2020 2019 Medicare 30 % 24 % 26 % UnitedHealthcare 10 % 11 % 11 % 40 % 35 % 37 % The Company's significant third-party payers and other customers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows: As of December 31, 2021 2020 Medicare 12 % 13 % UnitedHealthcare 9 % 12 % Cash Equivalents The Company considers demand deposits in a bank, money market funds and highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Restricted Cash The Company had deposits of $749,000 and $603,000 included in long-term assets as of December 31, 2021 and December 31, 2020, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the Company's leases. Acquisitions The Company first determines whether a set of assets acquired and liabilities assumed constitute a business and should be accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our consolidated financial statements. The estimated fair value of intangible assets acquired are based on discounted cash flows utilizing certain assumptions including revenues (such as projected testing volumes, growth rates), discount rates and expected economic life/obsolescence factors of the respective assets. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination are recorded at fair value on the acquisition date and remeasured at each subsequent reporting period until the related contingencies are resolved, with the resulting changes in fair value recorded in general and administrative expense in the consolidated statements of operations. Equity Investment In July 2020, the Company invested $1.0 million in the preferred stock of MAVIDx, Inc., or MAVIDx, a company developing a diagnostic platform for infectious diseases testing. MAVIDx is a variable interest entity, or VIE, and the Company's investment is a variable interest. The Company has determined that it is not the primary beneficiary of the VIE due to the fact that the Company does not have the power to direct the activities that impact the economic performance of MAVIDx or the obligation to fund its operations with ongoing financial support or contributions. MAVIDx is a private company and its equity securities are not traded or quoted in any securities exchange or in the over-the-counter market, and therefore does not have a readily determinable fair value. As such, the Company has elected to measure its investment in the preferred stock at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar equity financings of MAVIDx, in accordance with Accounting Standards Codification, or ASC 321, Investments—Equity Securities . Based on the fourth quarter of 2020 operating performance of MAVIDx and the volatile nature of the market in which it operates, the Company determined that the investment in MAVIDx is fully impaired as of December 31, 2020. As a result, an impairment loss of $1.0 million was recorded in the fourth quarter of 2020 and is included in general and administrative expense in the consolidated statements of operations. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three Finite-lived Intangible Assets Finite-lived intangible assets consist of intangible assets acquired as part of business combinations. The Company amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives of 4 to 15 years, based on management's estimate of the period over which their economic benefits will be realized, product life and patent life. The Company tests these finite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019. Indefinite-lived Intangible Assets Indefinite-lived intangible assets consist of in-process research and development, or IPR&D, acquired as part of business combinations. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. The Company also tests these indefinite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019. Goodwill Goodwill, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company has determined that it operates in a single segment and has a single reporting unit associated with the development and commercialization of diagnostic products. In the event the Company determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded goodwill over its implied fair value. There was no impairment for the years ended December 31, 2021, 2020 or 2019. Fair Value of Financial Instruments The carrying amounts of certain financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. See Note 6. Fair Value Measurements for further information on the fair value of the Company’s financial instruments. Revenue Recognition The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers , or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer. In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time. Testing Revenue The Company bills for testing services at the time of test completion as defined by the delivery of test results. The Company recognizes revenue based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, the Company considers factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and the Company, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions. During 2021, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2020 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2021. During 2020, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2019 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2020. During 2019, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2018 or prior years and recognized additional revenue of $1.6 million, which resulted in a decrease in the Company's loss from operations of $1.6 million and a decrease in loss per share of $0.04 for the year ended December 31, 2019. Product Revenue The Company began recognizing product revenue in December 2019, when the Company executed an agreement with NanoString for the exclusive global license to the nCounter Analysis System for diagnostic use. More details on this agreement are in Note 4. Business Combination. Product revenue from instruments and diagnostic kits is recognized generally upon shipment or when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenues are presented net of the taxes that are collected from customers and remitted to governmental authorities. There was no revenue from instrument sales for the years ended December 31, 2021, 2020 or 2019. Biopharmaceutical and Other Revenue The Company enters into arrangements for research and development, commercialization, contract manufacturing and contract testing services which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses, research and development services, and/or commercialization services. The Company receives consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of service plus margin; and development and commercial performance milestone payments. The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if they can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenues and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC Topic 808, Collaborative Arrangements , or ASC 808. These milestone payments are recognized in the same manner as milestone payments from customers and are classified under biopharmaceutical and other revenue. Accounts receivable from biopharmaceutical and other revenue was $11.6 million and $0.4 million at December 31, 2021 and 2020, respectively. There was $5.0 million and $1.2 million of deferred revenue related to these agreements at December 31, 2021 and 2020, respectively. Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Development services $ 10,387 $ 2,123 $ 1,000 Collaboration milestones 4,000 — 4,000 Provision of data 1,876 1,545 7,090 Milestones 350 1,000 — Development rights — 1,000 — Contract manufacturing 2,872 — — Contract testing 383 — — Total $ 19,868 $ 5,668 $ 12,090 Cost of Testing Revenue The components of our cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation and amortization, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test. Cost of testing revenue for the year ended December 31, 2020 included a $1.1 million write-down of supplies for the expiration of reagents due to an anticipated decline in volumes resulting from the COVID-19 pandemic. Cost of Product Revenue Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third-party contract manufacturers, installation, service and packaging and delivery costs. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products, and labor expenses. Cost of product revenue for instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product in the consolidated statements of operations. Cost of Biopharmaceutical and Other Revenue Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the Company to perform research and development, commercialization, contract manufacturing and contract testing services on behalf of a customer. Research and Development Research and development expenses include expenses incurred to develop the Company's technology, collect clinical samples and conduct clinical studies to develop and support its products. These expenses consist of compensation expenses, direct research and development expenses such as prototype materials, laboratory supplies and costs associated with setting up and conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other miscellaneous expenses and allocation of facility and information technology expenses. The Company expenses all research and development costs in the periods in which they are incurred. Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company's assessment of an uncertain tax position begins with the initial determination of the position's sustainability and is measured at the largest amount of benefit that is more-likely-than-not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. Stock-based Compensation Stock-based compensation expense for stock options issued to employees and non-employees is measured based on the grant-date fair value of the award. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. Stock-based compensation expense for restricted stock units, or RSUs, is measured based on the fair value of the award, which is determined based upon the closing price of the Company’s common stock on the date of the grant. The Company grants performance-based stock units, or PSUs, to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes compensation costs on a straight-line basis for all employee stock-based compensation awards that are expected to vest over the requisite service period of the awards, which is generally the awards' vesting period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Net Loss per Common Share Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of options to purchase common stock, RSUs and shares subject to purchase under our employee stock purchase plan are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented. French Research Tax Credits The French research tax credits (crédit d’impôt recherche or CIR) is generated by the Company’s wholly owned subsidiary, Veracyte SAS, in connection with its research efforts performed in Marseille, France. The Company recognizes other income from the CIR over time based on when the research and development expenses are incurred and includes the CIR in prepaids and other current assets on the consolidated balance sheets. Foreign Currency Translation The functional currency of the Company’s foreign subsidiary HalioDx is the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in other income, net, on the consolidated statements of operations. Segment Reporting The chief operating decision maker for the Company is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company has a single reporting unit associated with the development and commercialization of diagnostic products and biopharmaceutical services. Revenue by geographic region based on the customer billing address was as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 200,982 $ 109,614 $ 119,153 International 18,532 7,869 1,215 Total revenue $ 219,514 $ 117,483 $ 120,368 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2021 and 2020. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The revised guidance will be applied prospectively and became effective for the Company beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect to have a material impact on its consolidated financial statements and related disclosures from the adoption of this guidance. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2021, 2020 and 2019 because their inclusion would be anti-dilutive: Year Ended December 31, 2021 2020 2019 Shares of common stock subject to outstanding options 3,754,807 4,564,777 5,394,944 Employee stock purchase plan 21,158 21,006 26,124 Restricted stock units 1,106,938 913,562 712,122 Total common stock equivalents 4,882,903 5,499,345 6,133,190 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combination | Business Combinations HalioDx On August 2, 2021, the Company acquired 100% of the equity interests (the "HalioDx Acquisition") of HalioDx SAS and 100% of the equity interest of HalioDx Inc., historically a wholly owned subsidiary of HalioDx SAS, (collectively referred to as “HalioDx”). HalioDx was a privately-held company providing immune-based diagnostic products and services. The consideration to acquire HalioDx was $319.6 million, comprised of $147.1 million in the form of 3.3 million shares of the Company’s common stock based on the Company's share price on the closing date, $4.2 million in liabilities, and the remainder in cash. The Company incurred $11.5 million of transaction costs related to the acquisition of HalioDx, which were recorded as general and administrative expense during the year ended December 31, 2021. In connection with the HalioDx Acquisition, 11,031 unvested HalioDx free ordinary share awards, or free shares, were modified to provide the Company the right to purchase the vested free shares (call option) from the holders and the holders the right to sell the vested free shares to the Company (put option) from time to time through late 2023. As a result of the call and put options, the free shares are liability classified with an initial fair value of $5.1 million, based on the expected settlement amount. As the free shares require the holders to continue to provide services post-combination, the Company included $3.5 million, attributed to pre-combination services, in the purchase price and the remainder will be recorded in post-combination compensation expense, which will be recognized over the period the holders provide services to the Company. Additionally, in connection with the HalioDx Acquisition, all of HalioDx's equity-classified options that were outstanding prior to the HalioDx Acquisition were terminated and cancelled at the acquisition date. The Company paid holders of vested options cash consideration of $0.4 million and as the payment is related to pre-combination services, the amount was included in the purchase price. The Company also committed to pay cash consideration of $1.5 million to holders of unvested options on the date the employee satisfies the original service requirement. As this payment requires continuing services and is forfeited if the holders' employment is terminated, the amount was considered nonrecurring post-combination compensation expense and will be recognized over the remaining service period. As part of the agreement, the Company held back $16.8 million of the cash consideration, or the holdback, which will be payable to the founders of HalioDx based on their continuous employment with the Company. Fifty percent of the holdback will be placed in escrow on the founders' behalf on the first anniversary of the closing date and the remainder will be paid directly to the founders on the second anniversary. As this payment is dependent on the founders’ continuing employment and is forfeited if the employment is terminated, the holdback is not included in the purchase price and will be recognized as post-combination compensation expense over the two-year service period. For the year ended December 31, 2021, the Company recognized post-combination compensation expense of $4.5 million, of which $0.3 million was recorded as cost of revenue, $0.8 million was recorded as research and development, $1.3 million was recorded as sales and marketing, and the remainder was recorded as general and administrative. The Company included the financial results of HalioDx in its consolidated financial statements from the acquisition date, which contributed $11.5 million and $13.0 million of revenue and operating loss, respectively, during the year ended December 31, 2021. The following table summarizes the purchase price and post-combination compensation expense as a part of the HalioDx Acquisition (in thousands): Purchase Price Post-Combination Compensation Expense Cash transferred $ 168,357 $ — Liabilities incurred 4,194 19,904 Common stock transferred 147,089 — Total $ 319,640 $ 19,904 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands): Cash and cash equivalents $ 5,938 Accounts receivable 10,793 Supplies inventory 3,610 Prepaids and other current assets 7,045 Property and equipment, net 2,716 Right-of-use assets, financing lease 733 Right-of-use assets, operating lease 2,136 Intangible assets 60,303 Other assets 524 Total identifiable assets acquired 93,798 Accounts payable (2,645) Accrued liabilities (5,627) Current portion of financing lease liability (247) Current portion of operating lease liability (448) Long-term debt (1,171) Deferred revenue (3,250) Financing lease liability, net of current portion (488) Operating lease liability, net of current portion (1,687) Deferred tax liability (7,409) Net identifiable assets acquired 70,826 Goodwill 248,814 Total purchase price $ 319,640 Based on the guidance provided in ASC 805, Business Combinations , or ASC 805, the Company accounted for the acquisition of HalioDx as a business combination in which the Company determined that HalioDx was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. The Company's purchase price allocation for the HalioDx Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired, and liabilities assumed, are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to certain income tax items, intangible assets, deferred revenue, accounts receivable, other assets, commitments and contingencies and goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date. During the year ended December 31, 2021, the Company recorded certain measurement period adjustments due to new information becoming available pertaining to the valuation of accounts payable and certain other assets. These adjustments were recorded as decreases to goodwill and did not impact the consolidated statements of operations. The intangible assets acquired include three developed technology assets (related to diagnostics, biopharma, and contract IVD), two customer relationships assets (related to biopharma and contract IVD manufacturing and development), and two customer backlog assets (related to biopharma and contract IVD manufacturing and development). The fair value of our intangible assets acquired as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years): Fair value Estimated useful life Valuation method Developed technology – diagnostics $ 4,163 10 Multi-period excess earnings Developed technology – biopharma 42,224 10 Multi-period excess earnings Developed technology – contract IVD 1,546 10 Multi-period excess earnings Customer relationships – biopharma 2,141 7 With-and-without Customer relationships – contract IVD 2,973 5 With-and-without Customer backlog – biopharma 2,736 4 Multi-period excess earnings Customer backlog – contract IVD 4,520 4 Multi-period excess earnings Total $ 60,303 The amortization expense for all acquired intangible assets will be recognized on a straight-line basis and recorded within intangible asset amortization. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The HalioDx Acquisition resulted in the recognition of $248.8 million of goodwill which the Company believes consists primarily of expanded market and product opportunities, including new areas of testing, as well as the potential manufacturing of the Company's product offerings for international markets. Goodwill created as a result of the HalioDx Acquisition is not deductible for tax purposes. The HalioDx Acquisition allows the Company to continue to develop and further enhance its business as a global diagnostics company and continues the Company’s ability to inform the diagnosis and treatment decisions related to cancer. The HalioDx portfolio complements and expands the existing business and allows for vertical integration through the addition of manufacturing capabilities for the Company’s test kits. In connection with the HalioDx acquisition, a net deferred tax liability was assumed with a fair value of $7.4 million which primarily relates to future intangible asset amortization which is not deductible for income tax purposes. The Company also granted RSUs to new employees who joined the Company in connection with the HalioDx Acquisition with a fair value of $16.5 million, net of estimated forfeitures. As the number of shares that are expected to be issued is fixed, the awards are equity-classified. The RSUs vest over four years, subject to the employees’ continuous service. During the year ended December 31, 2021, the Company recorded $3.5 million in stock-based compensation expense which includes $2.0 million related to one employee whose continuing services were deemed non-substantive. Decipher Biosciences On March 12, 2021, the Company acquired 100% of the equity interests of Decipher Biosciences, a privately-held company developing diagnostic tests in urologic cancers, for approximately $594.7 million, comprised of approximately $550.5 million in the form of upfront cash consideration and the remainder in cash payable post-acquisition of which $43.8 million was paid prior to June 30, 2021 (the "Decipher Acquisition"). The Company incurred approximately $10.6 million of transaction costs related to the acquisition of Decipher Biosciences which were recorded as general and administrative expense during the year ended December 31, 2021. In connection with the Decipher Acquisition, certain of Decipher Biosciences' equity awards that were outstanding and unvested prior to the Decipher Acquisition became fully vested per the terms of the merger agreement. The acceleration of vesting required the Company to allocate the fair value of the historical Decipher Biosciences’ employee stock awards attributable to pre-combination service to the purchase price and the remaining amount was considered the Company's nonrecurring post-combination expense. In March 2021, the Company recognized nonrecurring post-combination expense related to the acceleration and cash settlement of unvested historical Decipher Biosciences’ employee stock awards of $25.1 million, all of which was recorded as general and administrative expense during the quarter ended March 31, 2021. The Company included the financial results of Decipher Biosciences in its consolidated financial statements from the acquisition date, which contributed $65.9 million and $18.2 million of revenue and operating income, respectively, during the year ended December 31, 2021. The following table summarizes the purchase price and nonrecurring post-combination compensation expense recorded as a part of the Decipher Acquisition (in thousands): Purchase Price Nonrecurring Upfront cash consideration $ 550,515 $ 270 Liabilities incurred 44,179 24,809 Total $ 594,694 $ 25,079 Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands): Cash and cash equivalents $ 19,782 Accounts receivable 7,562 Supplies inventory 1,641 Prepaids and other current assets 778 Property and equipment, net 1,737 Right-of-use assets, operating lease 7,601 Finite-lived intangible assets 94,000 Indefinite-lived intangible assets 7,300 Restricted cash 146 Other assets 3,075 Total identifiable assets acquired 143,622 Accounts payable (2,351) Accrued liabilities (4,322) Operating lease obligations (current) (1,241) Operating lease obligations, net of current portion (4,540) Deferred tax liability (4,740) Net identifiable assets acquired 126,428 Goodwill 468,266 Total purchase price $ 594,694 Based on the guidance provided in ASC 805, the Company accounted for the acquisition of Decipher Biosciences as a business combination in which the Company determined that Decipher Biosciences was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets. The Company's purchase price allocation for the Decipher Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to accounts receivable, and goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date. During the year ended December 31, 2021, the Company recorded certain measurement period adjustments due to new information becoming available pertaining to the valuation of accounts receivable and certain other assets. These adjustments were recorded as decreases to goodwill and did not impact the consolidated statements of operations. One of these adjustments relates to cash collections of accounts receivable that existed as of the acquisition date exceeding the initial fair value of accounts receivable recorded on the acquisition date by $1.8 million. The intangible assets acquired are two IPR&D assets, developed technology, and trade names. Additionally, the Company identified an off-market lease and an intangible asset of $1.8 million is included in operating lease assets which will be amortized over the remaining lease term. The estimated fair value of the IPR&D is determined using the multi-period excess earnings method which calculates the present value of the estimated revenues and net cash flows derived from the IPR&D once the technologies are developed. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. If the IPR&D is abandoned or determined to be impaired, the carrying value will be expensed. The fair value of the finite-lived intangible assets was estimated as follows: (i) the developed technology of $90.0 million was based on a multi-period excess earnings method, and (ii) the trade names of $4.0 million was based on the relief from royalty method. The estimated useful life for the developed technology is 10 years, and the estimated useful life for the trade names is five years. The amortization expense related to finite-lived intangible assets is recorded within the intangible asset amortization financial statement line item. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Decipher Acquisition resulted in the recognition of $468.3 million of goodwill which the Company believes consists primarily of expanded market and product opportunities, including new areas of genomic testing, as well as the potential expansion of the Company's product offerings in international markets. Furthermore, the acquisition of Decipher Biosciences bolsters the Company's presence to seven of the ten most common cancers impacting patients in the United States, which in turn enhances the Company’s overall prominence in the genomic testing arena. Goodwill created as a result of the Decipher Acquisition is not deductible for tax purposes. The Decipher Acquisition advances the Company's objective to improve the lives of patients through innovations in genomic technology tailored for diagnostic, prognostic, and treatment decisions related to urologic cancers. We recorded an income tax benefit primarily due to net deferred tax liabilities assumed in connection with the Decipher Acquisition, which provided a future source of income to support the realization of our deferred tax assets and resulted in a release of $3.5 million in the Company's valuation allowance. Exclusive License to NanoString Diagnostics Platform On December 3, 2019, the Company executed an agreement with NanoString for the exclusive global diagnostics license to the nCounter Analysis System, the Prosigna breast cancer prognostic gene signature assay, and the LymphMark lymphoma subtyping assay. The strategic transaction positioned the Company to expand its genomic diagnostics business globally, with the ability to deliver its advanced genomic tests to physicians and their patients via hospital and clinical laboratories throughout the European Union and other parts of the world. The Company has accounted for this agreement under ASC 805. Pursuant to the terms of the agreement, Veracyte paid NanoString $40.0 million in cash and $10.0 million in Veracyte common stock, and may pay up to an additional $10.0 million in cash, contingent upon the commercial launch of Veracyte diagnostic tests for use on the platform. This contingency was valued at $6.1 million as of the acquisition date, recorded as a liability, and will be remeasured to fair value at each reporting date until the contingent consideration is settled. As of December 31, 2021, this contingency was remeasured to $8.4 million with the corresponding change included in general and administrative expense in the Company's consolidated statements of operations. Assets acquired are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands of dollars): Prosigna product technology $ 4,120 Prosigna customer relationships 2,430 nCounter Dx license 46,880 LymphMark product technology 990 Total identifiable intangible assets acquired 54,420 Goodwill 1,668 Net assets acquired $ 56,088 Identifiable acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows: Estimated Useful life (In Years) Prosigna product technology 15 Prosigna customer relationships 5 nCounter Dx license 15 LymphMark product technology 7 Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. This acquisition includes $1.7 million of goodwill which the Company believes consists principally of the organized workforce that will help the Company execute its strategic plans in relation to the assets acquired. As of December 31, 2021, goodwill is not deductible for tax purposes, however, if contingent consideration is paid at a future date, the portions of contingent consideration paid and allocated to the intangible assets for tax purposes will be tax deductible. Supplemental Pro Forma Information (unaudited) The unaudited pro forma financial information in the table below summarizes the combined results of operations for Veracyte, Decipher Biosciences and HalioDx as though the companies had been combined as of January 1, 2020. The pro forma amounts have been adjusted for: • day 1 expense related to the accelerated vesting of unvested legacy Decipher Biosciences and HalioDx equity awards, • transaction expenses incurred by Decipher Biosciences, HalioDx and us, • lease expense resulting from the fair value adjustments to the operating lease obligation and operating lease asset for both Decipher Biosciences and HalioDx, • depreciation expense resulting from the fair value adjustments to fixed asset for both Decipher Biosciences and HalioDx, • amortization expense resulting from the acquired intangible assets for both Decipher Biosciences and HalioDx, • the elimination of historical interest expense incurred on debt and debt-like items for both Decipher Biosciences and HalioDx, • income tax benefits resulting from the deferred tax liabilities acquired related to Decipher Biosciences, and • compensation expense recognized in relation to the equity awards granted in connection with both acquisitions. The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 Total revenues $ 245,930 $ 177,630 Net loss $ (36,000) $ (122,203) Related Party Transactions Members of Veracyte's board of directors, Dr. Tina S. Nova, Ph.D. and Dr. Robert S. Epstein, M.D., M.S., served on the board of directors of Decipher Biosciences prior to the acquisition, with Dr. Nova additionally serving as President and Chief Executive Officer of Decipher Biosciences. Pursuant to Veracyte's related party transactions policy, Dr. Nova and Dr. Epstein recused themselves from all discussions of its board of directors related to the Decipher Acquisition, and the Decipher Acquisition was approved by each of the non-interested members of the board of directors. In connection with the Decipher Acquisition, certain Decipher Biosciences equity awards held by Dr. Nova and Dr. Epstein were fully-accelerated and certain incentive bonus payments were made to Dr. Nova pursuant to a management incentive plan established by the Decipher Biosciences board of directors, resulting in payments of approximately $26.5 million and $1.4 million to each of them, |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment consisted of the following (in thousands of dollars): December 31, 2021 2020 Leasehold improvements $ 8,607 $ 6,863 Laboratory equipment 17,533 10,643 Computer equipment 2,311 1,783 Software, including software developed for internal use 4,627 3,793 Furniture and fixtures 2,502 1,544 Construction-in-process 999 761 Total property and equipment, at cost 36,579 25,387 Accumulated depreciation and amortization (21,481) (16,397) Total property and equipment, net $ 15,098 $ 8,990 Depreciation and amortization expense was $3.6 million, $2.8 million and $2.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. Intangible Assets, Net Finite-live intangible assets consisted of the following (in thousands of dollars): December 31, 2021 December 31, 2020 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (7,200) $ 8,800 $ 16,000 $ (6,133) $ 9,867 15 Prosigna product technology 4,120 (572) 3,548 4,120 (298) 3,822 15 Prosigna customer relationships 2,430 (1,013) 1,417 2,430 (526) 1,904 5 nCounter Dx license 46,880 (6,511) 40,369 46,880 (3,386) 43,494 15 LymphMark product technology 990 (295) 695 990 (153) 837 7 Decipher product technology 90,000 (7,234) 82,766 — — — 10 Decipher trade names 4,000 (643) 3,357 — — — 5 HalioDx developed technology 45,640 (1,877) 43,763 — — — 10 HalioDx customer relationships 4,870 (352) 4,518 — — — 6 HalioDx customer backlog 6,908 (710) 6,198 — — — 4 Total finite lived intangibles 221,838 (26,407) 195,431 70,420 (10,496) 59,924 10.9 In-process research and development 7,300 — 7,300 — — — Total intangible assets $ 229,138 $ (26,407) $ 202,731 $ 70,420 $ (10,496) $ 59,924 Amortization of the finite-lived intangible assets is recognized on a straight-line basis. Amortization of $16.0 million, $5.1 million and $1.4 million was recognized for the years ended December 31, 2021, 2020, and 2019, respectively. The estimated future aggregate amortization expense as of December 31, 2021 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 $ 22,043 2023 22,042 2024 22,002 2025 20,846 2026 18,941 Thereafter 89,557 Total $ 195,431 Goodwill The changes in the carrying amounts of goodwill were as follows (in thousands of dollars): Amounts Balance as of December 31, 2020 $ 2,725 Goodwill acquired - Decipher Biosciences 468,266 Goodwill acquired - HalioDx 248,814 Effect of foreign currency translation on Goodwill acquired - HalioDx (11,901) Balance as of December 31, 2021 $ 707,904 Accrued Liabilities Accrued liabilities consisted of the following (in thousands of dollars): December 31, 2021 2020 Accrued compensation expense $ 30,792 $ 9,201 Accrued other 8,683 2,504 Total accrued liabilities $ 39,475 $ 11,705 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records its financial assets and liabilities at fair value. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The accounting guidance for fair value provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: • Level I: Inputs which include quoted prices in active markets for identical assets and liabilities; • Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and • Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the Company's financial assets includes money market funds, time deposits and deposits for leases of the Company's facilities. Money market funds, included in cash and cash equivalents in the accompanying consolidated balance sheets, was $159.2 million and $346.8 million as of December 31, 2021 and 2020, respectively, and are Level I assets as described above. Included in prepaid expenses and other current assets as of December 31, 2021 were time deposits with a bank valued at amortized cost of $4.0 million, which approximates fair value, and are Level II assets as described above. The deposits for the leases, included in restricted cash, was $749,000 and $603,000 as of December 31, 2021 and 2020, respectively, and are Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the years ended December 31, 2021, 2020, and 2019. The fair value of the contingent consideration in Note 4. Business Combination, associated with the agreement with NanoString on December 3, 2019, includes inputs that are not observable in the market and thus represents a Level III financial liability. The estimation of the fair value of the contingent consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related milestones would be achieved, discounted using the Company's estimated borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones, and the estimates of the borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of December 31, 2021 and 2020, this contingency was remeasured to $8.4 million and $7.6 million, respectively. with the corresponding changes included in general and administrative expense. For the years ended December 31, 2021, 2020, and 2019 expenses of $0.8 million, $1.5 million and zero, respectively, were recorded in general and administrative expense for the changes in carrying value. As of December 31, 2021, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $2.7 million of the contingent consideration is included in short term liabilities at December 31, 2021. As of December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range Unobservable input (Weighted-Average) Discount rate 5.9% Probability of achievement 80% - 100% (94%) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office and laboratory facilities in South San Francisco and San Diego, California; Austin, Texas; Marseille, France; and Richmond, Virginia, and leases certain equipment under various non-cancelable lease agreements. The lease terms extend to October 2030 and contain extension of lease term and expansion options. The leases have a weighted average remaining lease term of 4.8 years as of December 31, 2021. The Company had deposits of $749,000 and $603,000 included in long-term assets as of December 31, 2021 and 2020, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the leases The Company determined its operating lease liabilities using payments through their current expiration dates and a weighted average discount rate of 6.4% based on the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment. Operating lease liabilities along with the associated right-of-use assets are disclosed in the accompanying consolidated balance sheets. After the adoption of ASC 842, Leases , the Company classified its deferred rent for tenant improvements with its operating lease right-of-use assets on the consolidated balance sheets. In connection with the acquisition of Decipher Biosciences, the Company identified certain off-market rate leases and has estimated an intangible asset of $1.8 million which is included in operating lease assets and will be amortized over the remaining lease term. See Note 4 for more information on the acquisition of Decipher Biosciences. Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 $ 4,356 2023 4,420 2024 4,414 2025 4,484 2026 1,404 Thereafter 1,580 Total future minimum lease payments 20,658 Less: amount representing interest 2,932 Present value of future lease payments 17,726 Less: short-term lease liabilities 3,630 Long-term lease liabilities $ 14,096 The Company recognizes operating lease expense on a straight-line basis over the non-cancelable lease period. The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Operating lease expense $ 3,503 $ 1,889 $ 1,899 Cash paid for amounts included in the measurement of lease liabilities $ 3,650 $ 2,332 $ 2,227 The company has leased laboratory equipment under various financing leases. The total right-of-use assets and total financing lease liabilities for these financing leases were $0.7 million and $0.6 million, respectively, as of December 31, 2021, and are included in property and equipment, net other liabilities As of December 31, 2021, the Company’s wholly owned foreign subsidiary has signed a lease agreement for facilities which will be constructed in Marseille, France. The lease will commence upon completion of the construction of the office building which the Company currently expects to occur in the fourth quarter of 2023 at which time the Company will record a lease liability and a corresponding ROU asset. The initial term of the lease will be twelve years with annual rent of approximately $1.4 million, which is subject to change based on final construction. Supplies Purchase Commitments The Company had non-cancelable purchase commitments with suppliers to purchase a minimum quantity of supplies for approximately $16.1 million at December 31, 2021. Contingencies |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Loan and Security Agreement On November 3, 2017, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Silicon Valley Bank. The Loan and Security Agreement allows the Company to borrow up to $35.0 million, with a $25.0 million advance term loan (the “Term Loan Advance”) and a revolving line of credit of up to $10.0 million (the “Revolving Line of Credit”). The Term Loan Advance was advanced upon the closing of the Loan and Security Agreement and was used to pay the outstanding balance of the Company’s existing long-term debt, which was canceled at that date. The Company had not drawn on the Revolving Line of Credit as of December 31, 2021. Borrowings under the Loan and Security Agreement mature on October 1, 2022. Amounts may be borrowed and repaid under the Revolving Line of Credit up until the earliest of full repayment or maturity of the Loan and Security Agreement, termination of the Loan and Security Agreement, or October 1, 2022. The Term Loan Advance bears interest at a variable rate equal to (i) the thirty-day U.S. London Interbank Offer Rate (“LIBOR”) plus (ii) 4.20%, with a minimum rate of 5.43% per annum. Principal amounts outstanding under the Revolving Line of Credit bear interest at a variable rate equal to (i) LIBOR plus (ii) 3.50%, with a minimum rate of 4.70% per annum. The Company may prepay the outstanding principal amount under the Term Loan Advance plus accrued and unpaid interest and, if the Term Loan Advance is repaid in full, a prepayment premium of $250,000. In 2019 and 2020, the Company prepaid $24.9 million and $0.1 million, respectively, of the principal amount of the Term Loan Advance. These prepayments did not trigger any prepayment premium because they were partial, not full, repayments of the principal amount. If the Loan and Security Agreement is terminated before maturity, then a termination fee equal to 1% of the Revolving Line of Credit, or $0.1 million, will be due. In addition, a final payment on the Term Loan Advance in the amount of $1.2 million is due upon the earlier of the maturity date of the Term Loan Advance or its payment in full. The Loan and Security Agreement contains customary representations, warranties, and events of default, as well as affirmative and negative covenants. As of December 31, 2021, the Company was in compliance with the loan covenants. The Company’s obligations under the Loan and Security Agreement are secured by substantially all of its assets (excluding intellectual property), subject to certain customary exceptions. As of December 31, 2021 and 2020, the net debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars): December 31, 2021 2020 Debt principal $ — $ — End-of-term debt obligation 1,026 810 Net debt obligation $ 1,026 $ 810 As of December 31, 2021, the principal balance outstanding was one dollar. Future principal and end-of-term debt obligation payments due under the Loan and Security Agreement total $1.2 million and are due in 2022. As of December 31, 2021 and 2020, the accrued interest payable under the Loan and Security Agreement was immaterial. The end-of-term debt obligation accretes over the term of the Loan and Security Agreement until maturity and is included in interest expense in the Company's consolidated statements of operations. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company's Restated Certificate of Incorporation authorizes the Company to issue 125,000,000 shares of common stock with a par value of $0.001 per share. The holder of each share of common stock shall have one vote for each share of stock. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all series of convertible preferred stock outstanding. No dividends have been declared as of December 31, 2021. As of December 31, 2021 and 2020, the Company had reserved shares of common stock for issuance as follows: December 31, 2021 2020 Stock options and restricted stock units issued and outstanding 4,892,164 4,867,303 Stock options and restricted stock units available for grant under stock option plans 4,418,364 3,061,589 Common stock available for the Employee Stock Purchase Plan 1,490,130 1,571,395 Total 10,800,658 9,500,287 |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Incentive Plans | Stock Incentive Plans Stock Plans In February 2008, the Company adopted the 2008 Stock Plan (the "2008 Plan"). The 2008 Plan provides for the granting of options to purchase common stock and common stock to employees, directors and consultants of the Company. The Company may grant incentive stock options, or ISOs, non-statutory stock options, or NSOs, or restricted stock under the 2008 Plan. ISOs may only be granted to Company employees (including directors who are also considered employees). NSOs and restricted stock may be granted to Company employees, directors and consultants. Options may be granted for terms of up to ten years from the date of grant, as determined by the Board of Directors, provided however, that with respect to an ISO granted to a person who owns stock representing more than 10% of the voting power of all classes of stock of the Company, the term shall be for no more than five years from the date of grant. The exercise price of options granted must be at a price no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors, provided however, that with respect to an ISO granted to an employee who at the time of grant of such option owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the estimated fair value of the shares on the date of grant. In October 2013, the Company adopted the 2013 Stock Incentive Plan (the "2013 Plan"). The 2013 Plan was subsequently approved by the Company's stockholders and became effective on November 4, 2013, immediately before the closing of the Company's initial public offering, or IPO. Following the effectiveness of the 2013 Plan, no additional options were granted under the 2008 Plan. An aggregate of 1,700,000 shares were initially reserved for issuance under the 2013 Plan. In addition, to the extent that any awards outstanding or subject to vesting restrictions under the 2008 Plan are subsequently forfeited or terminated for any reason before being exercised or settled, the shares of common stock reserved for issuance pursuant to such awards as of the closing of the IPO will become available for issuance under the 2013 Plan. The remaining shares available for grant under the 2008 Plan became available for issuance under the 2013 Plan upon the closing of the IPO. On the first day of each year from 2014 to 2023, the 2013 Plan authorizes an annual increase of the lesser of 4% of outstanding shares on the last day of the immediately preceding fiscal year or a lesser amount as determined by the Company's Board of Directors. As of December 31, 2021, 4,418,364 shares were available for future issuance under the 2013 Plan. Pursuant to the 2013 Plan, stock options, restricted shares, stock units, including RSUs and stock appreciation rights may be granted to employees, consultants, and outside directors of the Company. Options granted may be either ISOs or NSOs. Stock options are governed by stock option agreements between the Company and recipients of stock options. ISOs and NSOs may be granted under the 2013 Plan at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant, determined by the Compensation Committee of the Board of Directors. Options become exercisable and expire as determined by the Compensation Committee, provided that the term of ISOs may not exceed ten years from the date of grant. Stock option agreements may provide for accelerated exercisability in the event of an optionee's death, disability, or retirement or other events. Stock units are governed by stock unit agreements between the Company and recipients of stock units. Stock units may be granted under the 2013 Plan and the number of stock units awarded are determined by the Compensation Committee of the Board of Directors. Stock units vest and expire as determined by the Compensation Committee. Stock unit agreements may provide for accelerated vesting in the event of a stock unit holder's death, disability, or retirement or other events. Beginning in 2021, any outside director who was not previously an employee and who first joins the Company's Board of Directors on or after the effective date of the 2013 Plan will be automatically granted RSUs valued on the grant date at $600,000. The RSUs will vest as to one-third of those shares on each of the first, second and third annual anniversaries of the date of grant. On the first business day after each annual meeting of stockholders, each non-employee director who continues to serve on our board of directors and who has served as a director for at least six months will be automatically granted RSUs valued on the grant date at $300,000. The RSUs will vest in full on the first anniversary of the date of grant or, if earlier, the date of the next annual meeting of stockholders. In 2020 and prior years, any outside director who was not previously an employee and who first joined the Company's Board of Directors on or after the effective date of the 2013 Plan was automatically granted an initial NSO to purchase 35,000 shares of common stock upon first becoming a member of the Board of Directors. The shares subject to the initial option will vest and become exercisable one-third each of the first, second and third annual anniversaries of the date of grant. On the first business day after each regularly scheduled annual meeting of stockholders, each outside director who was not elected to the Board of Directors for the first time at such meeting and who will continue serving as a member of the Board of Directors thereafter was automatically granted an option to purchase 10,000 shares of common stock, provided that the outside director had served on the Board of Directors for at least six months. Each annual option vested and became exercisable on the first anniversary of the date of grant, or immediately prior to the next regular annual meeting of the Company's stockholders following the date of grant if the meeting occurred prior to the first anniversary date. The options granted to outside directors have a per share exercise price equal to 100% of the fair market value of the underlying shares on the date of grant. These RSUs and options will become fully vested in the event of a change in control. In addition, such options will terminate on the earlier of (i) the day before the 10th anniversary of the date of grant or (ii) the date 12 months after the termination of the outside director's service for any reason. The following table summarizes activity under the Company's stock incentive plans (aggregate intrinsic value in thousands): Shares Stock Options Weighted Weighted Average Aggregate Balance—December 31, 2020 3,061,589 4,867,303 $ 15.14 6.98 $ 135,879 Additional shares authorized 2,328,021 — Granted - stock options (677,851) 677,851 46.85 Granted - restricted stock units (1,168,896) 1,168,896 Canceled 713,175 (713,175) 18.89 Exercised — (712,588) 12.88 Restricted stock units vested — (396,123) Tax portion of restricted stock units vested 162,326 — Balance—December 31, 2021 4,418,364 4,892,164 $ 19.87 6.16 $ 78,914 Options vested and exercisable—December 31, 2021 2,391,848 $ 12.67 5.02 $ 68,246 Options vested and expected to vest—December 31, 2021 3,379,118 $ 19.10 6.04 $ 77,946 The aggregate intrinsic value was calculated as the difference between the exercise price of the options to purchase common stock and the fair market value of the Company's common stock, which was $41.20 and $48.94 per share as of December 31, 2021 and 2020, respectively. The weighted average fair value of options to purchase common stock granted was $23.45, $12.97 and $11.07 for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate estimated grant date fair value of employee options to purchase common stock vested during the years ended December 31, 2021, 2020 and 2019 was $7.8 million, $7.3 million and $4.4 million, respectively. The intrinsic value of stock options exercised was $24.0 million, $32.9 million and $31.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The weighted average fair value of RSUs granted was $46.41 and $27.09 for the years ended December 31, 2021, and 2020, respectively. The intrinsic value of RSUs vested was $21.7 million and $10.3 million for the years ended December 31, 2021 and 2020, respectively. Included in RSUs granted for 2021 are PSUs with a grant date fair value of $3.8 million. These PSUs vest based on the achievement of certain performance conditions, subject to the employees’ continued service with the Company. The service period for the PSUs begins in 2022 and as such the expense related to the PSUs will begin in 2022 and will be based on the Company's assessment of the probability of the achievement of the performance condition. Employee Stock Purchase Plan In May 2015, the Company's stockholders approved the Company's ESPP. The ESPP provides eligible employees with an opportunity to purchase common stock from the Company and to pay for their purchases through payroll deductions. The ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Compensation Committee of the Company's Board of Directors may specify offerings with a duration of not more than 12 months and may specify shorter purchase periods within each offering. During each purchase period, payroll deductions will accumulate, without interest. On the last day of the purchase period, accumulated payroll deductions will be used to purchase common stock for employees participating in the offering. The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company's common stock on either the offering date or on the purchase date, whichever is less. The Company's Board of Directors has determined that the purchase periods initially shall have a duration of six months, that the first purchase period began on August 3, 2015, and that the purchase price will be 85% of the fair market value per share of the Company's common stock on either the offering date or the purchase date, whichever is less. The length of the purchase period applicable to U.S. employees and the purchase price may not be changed without the approval of the independent members of the Compensation Committee of the Company's Board of Directors. The Compensation Committee has determined that if the fair market value of a share of the Company's common stock on any purchase date within a particular offering period is less than the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date. No employee is permitted to accrue, under the ESPP, a right to purchase stock of the Company having a value in excess of $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year. As of December 31, 2021, 1,490,130 shares of common stock were reserved for issuance under the ESPP. Stock-based Compensation The following table summarizes stock-based compensation expense related to stock options, RSUs and the ESPP for the years ended December 31, 2021, 2020 and 2019, and are included in the consolidated statements of operations as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Cost of testing revenue $ 640 $ 369 $ 277 Research and development 4,636 2,690 1,856 Selling and marketing 4,390 3,474 2,938 General and administrative 12,853 6,462 4,736 Total stock-based compensation expense $ 22,519 $ 12,995 $ 9,807 As of December 31, 2021, the Company had $52.1 million of unrecognized compensation expense related to unvested stock options and RSUs, which is expected to be recognized over an estimated weighted-average period of 2.5 years. The estimated grant-date fair value of stock options was calculated using the Black-Scholes option-pricing model, based on the following assumptions. • Expected Term : The expected term represents the period that the options granted are expected to be outstanding. During 2021 and 2020 it was determined using the Company's historical data and during prior years it was determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term). • Expected Volatility : During 2021 and 2020, the Company used the historical volatility of its common stock. For prior years, the Company used an average historical stock price volatility of comparable public companies as the Company did not have sufficient trading history for its common stock. • Risk-Free Interest Rate : The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant. • Expected Dividend Yield : The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero. The estimated grant-date fair value of employee stock options using the Black-Scholes option-pricing model was based on the following assumptions: Year Ended December 31, 2021 2020 2019 Weighted-average volatility 56.83 - 60.48% 54.40 - 58.20% 52.90 - 53.40% Weighted-average expected term (years) 5.05 - 5.25 5.24 - 5.42 5.50 - 6.08 Risk-free interest rate 0.40 - 1.21% 0.24 - 0.92% 1.90 - 2.60% Expected dividend yield — — — The estimated grant date fair value of the ESPP shares was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Year Ended December 31, 2021 2020 2019 Weighted-average volatility 62.03 - 80.70% 54.16 - 85.01% 53.38 - 71.77% Weighted-average expected term (years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 Risk-free interest rate 0.06 - 0.08% 0.11 - 1.56% 1.88 - 2.56% Expected dividend yield — — — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company generated a pre-tax loss of $81.6 million, $34.9 million and $12.6 million in the United States for the years ended December 31, 2021, 2020 and 2019, respectively. Starting in 2020, the Company began generating pre-tax loss outside the United States. Pre-tax loss has been recorded in the following jurisdictions for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 United States $ (68,707) $ (34,909) $ (12,599) Foreign (12,942) — — Total $ (81,649) $ (34,909) $ (12,599) The Company recorded an income tax benefit in 2021 of $6.1 million primarily due to the release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities upon acquisition of Decipher Biosciences and a provision benefit recorded on the current year loss of HalioDx French entity that has no valuation allowance. The Company recorded no provision for income taxes during the years ended December 31, 2020 and 2019. The components of the benefit for income taxes are as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 63 — — Foreign 54 — — Total current 117 — — Deferred: Federal (3,526) — — State (508) — — Foreign (2,169) — — Total deferred (6,203) — — Total income tax benefit $ (6,086) $ — $ — The Company follows FASB ASC No. 740, Income Taxes for the Computation and Presentation of its Tax Provision. The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the periods presented (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 U.S. federal taxes at statutory rate $ (17,146) $ (7,302) $ (2,632) State tax (net of federal benefit) (1,609) (1,794) (828) Foreign rate differential 674 1 — Non deductible officers' compensation 3,055 1,443 439 Transaction costs 2,255 — — Permanent differences 59 131 221 Stock based compensation - excess benefit (5,687) (4,881) (4,366) Tax credits (714) (588) (996) Change in valuation allowance 13,027 12,990 8,162 Total $ (6,086) $ — $ — Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 133,492 $ 68,113 $ 56,506 Research and development credits 7,926 6,167 5,579 Stock-based compensation 3,760 2,696 2,246 NanoString intangibles and goodwill 1,244 908 380 Operating lease liability 4,327 2,826 3,068 Accruals and other 7,099 2,623 2,610 Gross deferred tax assets 157,848 83,333 70,389 Valuation allowance (120,586) (78,650) (65,228) Net deferred tax assets 37,262 4,683 5,161 Deferred tax liabilities: Property and equipment (219) (334) (471) Other acquired intangibles (34,823) — — In-process research and development (3,892) (2,423) (2,597) ROU assets (3,920) (1,926) (2,093) Gross deferred tax liabilities (42,854) (4,683) (5,161) Net deferred tax liabilities (42,854) (4,683) (5,161) Net deferred taxes $ (5,592) $ — $ — The Company records net deferred tax assets to the extent it is more likely than not that the assets will be realized. In making such determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding realization of such assets. The valuation allowance increased $41.9 million, $13.4 million and $9.9 million during the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the Company had net operating loss carryforwards of approximately $437.1 million, $87.6 million and $133.1 million available to reduce future taxable income, if any, for federal, California and other state income tax purposes, respectively. The U.S. federal net operating loss carryforwards will begin to expire in 2026 while for state purposes, the net operating losses begin to expire in 2022. As of December 31, 2021, the Company had foreign net operating loss carryforwards of approximately $74.7 million and $31.3 million available to reduce future taxable income, if any, for Canadian and French income tax purposes, respectively. The Canada net operating loss carryforwards will begin to expire in 2034, while for French purposes, the net operating losses will carryforward indefinitely. As of December 31, 2021, the Company had net research and development credit carryforwards of approximately $5.9 million and $5.7 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. The federal credit carryforwards begin to expire in 2028. California credits have no expiration date. Other state credit carryforwards begin to expire in 2023. The Company also had scientific net research and development credit carryforwards of approximately $1.4 million available to reduce future taxable income, if any, for Canadian income tax purposes. The credit carryforwards begin to expire in 2025. The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credits in the event of an "ownership change" of a corporation. Accordingly, a company's ability to use net operating losses and tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383 ("IRC Section 382"). Events which may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 rules and similar state provisions. In the event the Company has any changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized. Uncertain Tax Positions As of December 31, 2021, the Company had unrecognized tax benefits of $4.5 million, none of which currently would affect the Company's effective tax rate if recognized due to the Company's deferred tax assets being fully offset by a valuation allowance. The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing at December 31, 2021 will significantly increase or decrease within the next 12 months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of period $ 3,563 $ 3,278 $ 2,799 Gross increases—tax position in prior period 515 — — Gross decreases—tax position in prior period — — — Gross increases—current period tax position 374 285 479 Lapse of statute of limitations — — — Unrecognized tax benefits, end of period $ 4,452 $ 3,563 $ 3,278 It is the Company's policy to include penalties and interest expense related to income taxes as a component of other income (expense), net, and interest expense, respectively, as necessary. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2021. The Company's major tax jurisdictions are the United States, Canada, California and France. All of the Company's tax years will remain open for examination by the Federal and state tax authorities for three Beginning in 2022, the Tax Cuts and Jobs Act eliminates the option to deduct research and development expenditures and requires taxpayers to amortize domestic expenditures over five years and foreign expenditures over fifteen years. While it is possible that Congress may modify or repeal this provision before it becomes effective, the Company has no assurance that these provisions will be modified or repealed. Therefore, based on current assumptions, this could potentially increase the effective tax rate and decrease the Company's cash from operations beginning in 2022. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The Company does not expect the provisions of the legislation to have a significant impact on the effective tax rate of the Company. |
401(k) Plan
401(k) Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
401(k) Plan | Employee Benefit Plans 401(k) plan The Company sponsors a 401(k) defined contribution plan covering all employees. Under the plan, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The Company, at its discretion, may make matching contributions to the 401(k) plan. Employer contributions to the plan were $1.3 million, $0.6 million and $0.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. Pension plan |
Components of Other Income, net
Components of Other Income, net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Components of Other Income, net | Components of Other Income, net Other income, net consists of the following (in thousands of dollars): Year Ended December 31, 2021 2020 2019 French research tax credits $ 1,535 $ — $ — Interest and dividend income 135 594 3,025 Interest expense (241) (229) (677) Gain (loss) on currency revaluation (1,081) 56 — Other (94) 59 180 Total $ 254 $ 480 $ 2,528 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of PresentationThe Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; write-down of supplies; useful lives of property and equipment; recoverability of long-lived assets; incremental borrowing rates for leases; accounting for acquisitions; estimation of the fair value of intangible assets and contingent consideration; assessment of variable interest entities; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recognized revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. |
Concentrations of Credit Risk and Other Risks and Uncertainties | Concentrations of Credit Risk and Other Risks and Uncertainties The worldwide spread of coronavirus, or COVID-19, has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have. As a result, the ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Company’s business, results of operations and financial condition will depend on future developments, are highly uncertain and difficult to predict. If the financial markets or the overall economy are impacted for an extended period, the Company’s liquidity, revenues, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing our estimates. The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits in this institution may exceed the amount of insurance provided on such deposits. The Company has not realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts. Several of the components of the Company's sample collection kit and test reagents, and its nCounter Analysis Systems and related test kits are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company's requirements on a timely basis, it could suffer delays in being able to deliver its diagnostic solutions, a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the customer. The estimate of credit losses is not material at December 31, 2021. |
Cash Equivalents | Cash EquivalentsThe Company considers demand deposits in a bank, money market funds and highly liquid investments with an original maturity of 90 days or less to be cash equivalents. |
Restricted Cash | Restricted Cash The Company had deposits of $749,000 and $603,000 included in long-term assets as of December 31, 2021 and December 31, 2020, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the Company's leases. |
Acquisitions | Acquisitions The Company first determines whether a set of assets acquired and liabilities assumed constitute a business and should be accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as |
Equity Investments | Equity Investment In July 2020, the Company invested $1.0 million in the preferred stock of MAVIDx, Inc., or MAVIDx, a company developing a diagnostic platform for infectious diseases testing. MAVIDx is a variable interest entity, or VIE, and the Company's investment is a variable interest. The Company has determined that it is not the primary beneficiary of the VIE due to the fact that the Company does not have the power to direct the activities that impact the economic performance of MAVIDx or the obligation to fund its operations with ongoing financial support or contributions. MAVIDx is a private company and its equity securities are not traded or quoted in any securities exchange or in the over-the-counter market, and therefore does not have a readily determinable fair value. As such, the Company has elected to measure its investment in the preferred stock at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar equity financings of MAVIDx, in accordance with Accounting Standards Codification, or ASC 321, Investments—Equity Securities . Based on the fourth quarter of 2020 operating performance of MAVIDx and the volatile nature of the market in which it operates, the Company determined that the investment in MAVIDx is fully impaired as of December 31, 2020. As a result, an impairment loss of $1.0 million was recorded in the fourth quarter of 2020 and is included in general and administrative expense in the consolidated statements of operations. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three |
Finite-lived Intangible Assets | Finite-lived Intangible Assets Finite-lived intangible assets consist of intangible assets acquired as part of business combinations. The Company amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives of 4 to 15 years, based on management's estimate of the period over which their economic benefits will be realized, product life and patent life. The Company tests these finite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019. |
Indefinite-lived Intangible Assets | Indefinite-lived Intangible Assets Indefinite-lived intangible assets consist of in-process research and development, or IPR&D, acquired as part of business combinations. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. The Company also tests these indefinite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019. |
Goodwill | Goodwill Goodwill, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company has determined that it operates in a single segment and has a single reporting unit associated with the development and commercialization of diagnostic products. In the event the Company determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded goodwill over its implied fair value. There was no impairment for the years ended December 31, 2021, 2020 or 2019. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of certain financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities. |
Revenue Recognition and Cost of Revenue | Revenue Recognition The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers , or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer. In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time. Testing Revenue The Company bills for testing services at the time of test completion as defined by the delivery of test results. The Company recognizes revenue based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, the Company considers factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and the Company, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions. During 2021, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2020 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2021. During 2020, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2019 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2020. During 2019, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2018 or prior years and recognized additional revenue of $1.6 million, which resulted in a decrease in the Company's loss from operations of $1.6 million and a decrease in loss per share of $0.04 for the year ended December 31, 2019. Product Revenue The Company began recognizing product revenue in December 2019, when the Company executed an agreement with NanoString for the exclusive global license to the nCounter Analysis System for diagnostic use. More details on this agreement are in Note 4. Business Combination. Product revenue from instruments and diagnostic kits is recognized generally upon shipment or when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenues are presented net of the taxes that are collected from customers and remitted to governmental authorities. There was no revenue from instrument sales for the years ended December 31, 2021, 2020 or 2019. Biopharmaceutical and Other Revenue The Company enters into arrangements for research and development, commercialization, contract manufacturing and contract testing services which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses, research and development services, and/or commercialization services. The Company receives consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of service plus margin; and development and commercial performance milestone payments. The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if they can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price. At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenues and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC Topic 808, Collaborative Arrangements , or ASC 808. These milestone payments are recognized in the same manner as milestone payments from customers and are classified under biopharmaceutical and other revenue. Accounts receivable from biopharmaceutical and other revenue was $11.6 million and $0.4 million at December 31, 2021 and 2020, respectively. There was $5.0 million and $1.2 million of deferred revenue related to these agreements at December 31, 2021 and 2020, respectively. Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Development services $ 10,387 $ 2,123 $ 1,000 Collaboration milestones 4,000 — 4,000 Provision of data 1,876 1,545 7,090 Milestones 350 1,000 — Development rights — 1,000 — Contract manufacturing 2,872 — — Contract testing 383 — — Total $ 19,868 $ 5,668 $ 12,090 Cost of Testing Revenue The components of our cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation and amortization, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test. Cost of testing revenue for the year ended December 31, 2020 included a $1.1 million write-down of supplies for the expiration of reagents due to an anticipated decline in volumes resulting from the COVID-19 pandemic. Cost of Product Revenue Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third-party contract manufacturers, installation, service and packaging and delivery costs. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products, and labor expenses. Cost of product revenue for instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product in the consolidated statements of operations. Cost of Biopharmaceutical and Other Revenue Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the Company to perform research and development, commercialization, contract manufacturing and contract testing services on behalf of a customer. |
Research and Development | Research and DevelopmentResearch and development expenses include expenses incurred to develop the Company's technology, collect clinical samples and conduct clinical studies to develop and support its products. These expenses consist of compensation expenses, direct research and development expenses such as prototype materials, laboratory supplies and costs associated with setting up and conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other miscellaneous expenses and allocation of facility and information technology expenses. The Company expenses all research and development costs in the periods in which they are incurred. |
Income Taxes | Income Taxes The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company's assessment of an uncertain tax position begins with the initial determination of the position's sustainability and is measured at the largest amount of benefit that is more-likely-than-not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available. |
Stock-based Compensation | Stock-based Compensation Stock-based compensation expense for stock options issued to employees and non-employees is measured based on the grant-date fair value of the award. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. Stock-based compensation expense for restricted stock units, or RSUs, is measured based on the fair value of the award, which is determined based upon the closing price of the Company’s common stock on the date of the grant. The Company grants performance-based stock units, or PSUs, to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment. The Company recognizes compensation costs on a straight-line basis for all employee stock-based compensation awards that are expected to vest over the requisite service period of the awards, which is generally the awards' vesting period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of options to purchase common stock, RSUs and shares subject to purchase under our employee stock purchase plan are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented. |
French Research Tax Credits | French Research Tax Credits The French research tax credits (crédit d’impôt recherche or CIR) is generated by the Company’s wholly owned subsidiary, Veracyte SAS, in connection with its research efforts performed in Marseille, France. The Company recognizes other income from the CIR over time based on when the research and development expenses are incurred and includes the CIR in prepaids and other current assets on the consolidated balance sheets. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiary HalioDx is the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in |
Segment Reporting | Segment Reporting The chief operating decision maker for the Company is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company has a single reporting unit associated with the development and commercialization of diagnostic products and biopharmaceutical services. Revenue by geographic region based on the customer billing address was as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 200,982 $ 109,614 $ 119,153 International 18,532 7,869 1,215 Total revenue $ 219,514 $ 117,483 $ 120,368 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2021 and 2020. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The revised guidance will be applied prospectively and became effective for the Company beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect to have a material impact on its consolidated financial statements and related disclosures from the adoption of this guidance. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Third-party Payers as a Percentage of Total | The Company's total third-party payers and other customers in excess of 10% of revenue and their related revenue as a percentage of total revenue were as follows: Year Ended December 31, 2021 2020 2019 Medicare 30 % 24 % 26 % UnitedHealthcare 10 % 11 % 11 % 40 % 35 % 37 % The Company's significant third-party payers and other customers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows: As of December 31, 2021 2020 Medicare 12 % 13 % UnitedHealthcare 9 % 12 % |
Schedule of Revenue | Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Development services $ 10,387 $ 2,123 $ 1,000 Collaboration milestones 4,000 — 4,000 Provision of data 1,876 1,545 7,090 Milestones 350 1,000 — Development rights — 1,000 — Contract manufacturing 2,872 — — Contract testing 383 — — Total $ 19,868 $ 5,668 $ 12,090 Revenue by geographic region based on the customer billing address was as follows (in thousands): Year Ended December 31, 2021 2020 2019 United States $ 200,982 $ 109,614 $ 119,153 International 18,532 7,869 1,215 Total revenue $ 219,514 $ 117,483 $ 120,368 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Outstanding Common Stock Equivalents Excluded from Diluted Net Loss per Common Share | The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2021, 2020 and 2019 because their inclusion would be anti-dilutive: Year Ended December 31, 2021 2020 2019 Shares of common stock subject to outstanding options 3,754,807 4,564,777 5,394,944 Employee stock purchase plan 21,158 21,006 26,124 Restricted stock units 1,106,938 913,562 712,122 Total common stock equivalents 4,882,903 5,499,345 6,133,190 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price and Nonrecurring Post-compensation Expense | The following table summarizes the purchase price and post-combination compensation expense as a part of the HalioDx Acquisition (in thousands): Purchase Price Post-Combination Compensation Expense Cash transferred $ 168,357 $ — Liabilities incurred 4,194 19,904 Common stock transferred 147,089 — Total $ 319,640 $ 19,904 The following table summarizes the purchase price and nonrecurring post-combination compensation expense recorded as a part of the Decipher Acquisition (in thousands): Purchase Price Nonrecurring Upfront cash consideration $ 550,515 $ 270 Liabilities incurred 44,179 24,809 Total $ 594,694 $ 25,079 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands): Cash and cash equivalents $ 5,938 Accounts receivable 10,793 Supplies inventory 3,610 Prepaids and other current assets 7,045 Property and equipment, net 2,716 Right-of-use assets, financing lease 733 Right-of-use assets, operating lease 2,136 Intangible assets 60,303 Other assets 524 Total identifiable assets acquired 93,798 Accounts payable (2,645) Accrued liabilities (5,627) Current portion of financing lease liability (247) Current portion of operating lease liability (448) Long-term debt (1,171) Deferred revenue (3,250) Financing lease liability, net of current portion (488) Operating lease liability, net of current portion (1,687) Deferred tax liability (7,409) Net identifiable assets acquired 70,826 Goodwill 248,814 Total purchase price $ 319,640 assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands): Cash and cash equivalents $ 19,782 Accounts receivable 7,562 Supplies inventory 1,641 Prepaids and other current assets 778 Property and equipment, net 1,737 Right-of-use assets, operating lease 7,601 Finite-lived intangible assets 94,000 Indefinite-lived intangible assets 7,300 Restricted cash 146 Other assets 3,075 Total identifiable assets acquired 143,622 Accounts payable (2,351) Accrued liabilities (4,322) Operating lease obligations (current) (1,241) Operating lease obligations, net of current portion (4,540) Deferred tax liability (4,740) Net identifiable assets acquired 126,428 Goodwill 468,266 Total purchase price $ 594,694 Prosigna product technology $ 4,120 Prosigna customer relationships 2,430 nCounter Dx license 46,880 LymphMark product technology 990 Total identifiable intangible assets acquired 54,420 Goodwill 1,668 Net assets acquired $ 56,088 |
Schedule of Intangible Assets Acquired | The fair value of our intangible assets acquired as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years): Fair value Estimated useful life Valuation method Developed technology – diagnostics $ 4,163 10 Multi-period excess earnings Developed technology – biopharma 42,224 10 Multi-period excess earnings Developed technology – contract IVD 1,546 10 Multi-period excess earnings Customer relationships – biopharma 2,141 7 With-and-without Customer relationships – contract IVD 2,973 5 With-and-without Customer backlog – biopharma 2,736 4 Multi-period excess earnings Customer backlog – contract IVD 4,520 4 Multi-period excess earnings Total $ 60,303 |
Schedule of Estimated Useful Life for Identifiable Acquisition-Related Intangibles | Identifiable acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows: Estimated Useful life (In Years) Prosigna product technology 15 Prosigna customer relationships 5 nCounter Dx license 15 LymphMark product technology 7 |
Schedule of Supplemental Pro Forma Information | The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 Total revenues $ 245,930 $ 177,630 Net loss $ (36,000) $ (122,203) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands of dollars): December 31, 2021 2020 Leasehold improvements $ 8,607 $ 6,863 Laboratory equipment 17,533 10,643 Computer equipment 2,311 1,783 Software, including software developed for internal use 4,627 3,793 Furniture and fixtures 2,502 1,544 Construction-in-process 999 761 Total property and equipment, at cost 36,579 25,387 Accumulated depreciation and amortization (21,481) (16,397) Total property and equipment, net $ 15,098 $ 8,990 |
Schedule of Finite-Lived Intangible Assets | Finite-live intangible assets consisted of the following (in thousands of dollars): December 31, 2021 December 31, 2020 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (7,200) $ 8,800 $ 16,000 $ (6,133) $ 9,867 15 Prosigna product technology 4,120 (572) 3,548 4,120 (298) 3,822 15 Prosigna customer relationships 2,430 (1,013) 1,417 2,430 (526) 1,904 5 nCounter Dx license 46,880 (6,511) 40,369 46,880 (3,386) 43,494 15 LymphMark product technology 990 (295) 695 990 (153) 837 7 Decipher product technology 90,000 (7,234) 82,766 — — — 10 Decipher trade names 4,000 (643) 3,357 — — — 5 HalioDx developed technology 45,640 (1,877) 43,763 — — — 10 HalioDx customer relationships 4,870 (352) 4,518 — — — 6 HalioDx customer backlog 6,908 (710) 6,198 — — — 4 Total finite lived intangibles 221,838 (26,407) 195,431 70,420 (10,496) 59,924 10.9 In-process research and development 7,300 — 7,300 — — — Total intangible assets $ 229,138 $ (26,407) $ 202,731 $ 70,420 $ (10,496) $ 59,924 |
Schedule of Future Aggregate Amortization Expense | The estimated future aggregate amortization expense as of December 31, 2021 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 $ 22,043 2023 22,042 2024 22,002 2025 20,846 2026 18,941 Thereafter 89,557 Total $ 195,431 |
Schedule of Goodwill | The changes in the carrying amounts of goodwill were as follows (in thousands of dollars): Amounts Balance as of December 31, 2020 $ 2,725 Goodwill acquired - Decipher Biosciences 468,266 Goodwill acquired - HalioDx 248,814 Effect of foreign currency translation on Goodwill acquired - HalioDx (11,901) Balance as of December 31, 2021 $ 707,904 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands of dollars): December 31, 2021 2020 Accrued compensation expense $ 30,792 $ 9,201 Accrued other 8,683 2,504 Total accrued liabilities $ 39,475 $ 11,705 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Unobservable Inputs | As of December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range Unobservable input (Weighted-Average) Discount rate 5.9% Probability of achievement 80% - 100% (94%) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands of dollars): Year Ending December 31, Amounts 2022 $ 4,356 2023 4,420 2024 4,414 2025 4,484 2026 1,404 Thereafter 1,580 Total future minimum lease payments 20,658 Less: amount representing interest 2,932 Present value of future lease payments 17,726 Less: short-term lease liabilities 3,630 Long-term lease liabilities $ 14,096 |
Schedule of Operating Lease Expense and Measurement Of Lease Liabilities | The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Operating lease expense $ 3,503 $ 1,889 $ 1,899 Cash paid for amounts included in the measurement of lease liabilities $ 3,650 $ 2,332 $ 2,227 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Net Debt Obligation | As of December 31, 2021 and 2020, the net debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars): December 31, 2021 2020 Debt principal $ — $ — End-of-term debt obligation 1,026 810 Net debt obligation $ 1,026 $ 810 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | As of December 31, 2021 and 2020, the Company had reserved shares of common stock for issuance as follows: December 31, 2021 2020 Stock options and restricted stock units issued and outstanding 4,892,164 4,867,303 Stock options and restricted stock units available for grant under stock option plans 4,418,364 3,061,589 Common stock available for the Employee Stock Purchase Plan 1,490,130 1,571,395 Total 10,800,658 9,500,287 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Activity Under the Company's Stock Incentive Plans | The following table summarizes activity under the Company's stock incentive plans (aggregate intrinsic value in thousands): Shares Stock Options Weighted Weighted Average Aggregate Balance—December 31, 2020 3,061,589 4,867,303 $ 15.14 6.98 $ 135,879 Additional shares authorized 2,328,021 — Granted - stock options (677,851) 677,851 46.85 Granted - restricted stock units (1,168,896) 1,168,896 Canceled 713,175 (713,175) 18.89 Exercised — (712,588) 12.88 Restricted stock units vested — (396,123) Tax portion of restricted stock units vested 162,326 — Balance—December 31, 2021 4,418,364 4,892,164 $ 19.87 6.16 $ 78,914 Options vested and exercisable—December 31, 2021 2,391,848 $ 12.67 5.02 $ 68,246 Options vested and expected to vest—December 31, 2021 3,379,118 $ 19.10 6.04 $ 77,946 |
Schedule of Share-based Compensation Expense | The following table summarizes stock-based compensation expense related to stock options, RSUs and the ESPP for the years ended December 31, 2021, 2020 and 2019, and are included in the consolidated statements of operations as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Cost of testing revenue $ 640 $ 369 $ 277 Research and development 4,636 2,690 1,856 Selling and marketing 4,390 3,474 2,938 General and administrative 12,853 6,462 4,736 Total stock-based compensation expense $ 22,519 $ 12,995 $ 9,807 |
Schedule of Assumptions Used to Calculate Fair Value of Stock Options Using the Black-Scholes Model | The estimated grant-date fair value of employee stock options using the Black-Scholes option-pricing model was based on the following assumptions: Year Ended December 31, 2021 2020 2019 Weighted-average volatility 56.83 - 60.48% 54.40 - 58.20% 52.90 - 53.40% Weighted-average expected term (years) 5.05 - 5.25 5.24 - 5.42 5.50 - 6.08 Risk-free interest rate 0.40 - 1.21% 0.24 - 0.92% 1.90 - 2.60% Expected dividend yield — — — The estimated grant date fair value of the ESPP shares was calculated using the Black-Scholes option-pricing model, based on the following assumptions: Year Ended December 31, 2021 2020 2019 Weighted-average volatility 62.03 - 80.70% 54.16 - 85.01% 53.38 - 71.77% Weighted-average expected term (years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 Risk-free interest rate 0.06 - 0.08% 0.11 - 1.56% 1.88 - 2.56% Expected dividend yield — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Pre-tax loss has been recorded in the following jurisdictions for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 United States $ (68,707) $ (34,909) $ (12,599) Foreign (12,942) — — Total $ (81,649) $ (34,909) $ (12,599) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the benefit for income taxes are as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 63 — — Foreign 54 — — Total current 117 — — Deferred: Federal (3,526) — — State (508) — — Foreign (2,169) — — Total deferred (6,203) — — Total income tax benefit $ (6,086) $ — $ — |
Schedule of Reconciliation of Tax Expense Computed at the Statutory Federal Rate | The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the periods presented (in thousands of dollars): Year Ended December, 31, 2021 2020 2019 U.S. federal taxes at statutory rate $ (17,146) $ (7,302) $ (2,632) State tax (net of federal benefit) (1,609) (1,794) (828) Foreign rate differential 674 1 — Non deductible officers' compensation 3,055 1,443 439 Transaction costs 2,255 — — Permanent differences 59 131 221 Stock based compensation - excess benefit (5,687) (4,881) (4,366) Tax credits (714) (588) (996) Change in valuation allowance 13,027 12,990 8,162 Total $ (6,086) $ — $ — |
Schedule of Significant Components of the Company's Deferred Tax Assets and Liabilities | Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 133,492 $ 68,113 $ 56,506 Research and development credits 7,926 6,167 5,579 Stock-based compensation 3,760 2,696 2,246 NanoString intangibles and goodwill 1,244 908 380 Operating lease liability 4,327 2,826 3,068 Accruals and other 7,099 2,623 2,610 Gross deferred tax assets 157,848 83,333 70,389 Valuation allowance (120,586) (78,650) (65,228) Net deferred tax assets 37,262 4,683 5,161 Deferred tax liabilities: Property and equipment (219) (334) (471) Other acquired intangibles (34,823) — — In-process research and development (3,892) (2,423) (2,597) ROU assets (3,920) (1,926) (2,093) Gross deferred tax liabilities (42,854) (4,683) (5,161) Net deferred tax liabilities (42,854) (4,683) (5,161) Net deferred taxes $ (5,592) $ — $ — |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands of dollars): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefits, beginning of period $ 3,563 $ 3,278 $ 2,799 Gross increases—tax position in prior period 515 — — Gross decreases—tax position in prior period — — — Gross increases—current period tax position 374 285 479 Lapse of statute of limitations — — — Unrecognized tax benefits, end of period $ 4,452 $ 3,563 $ 3,278 |
Components of Other Income, n_2
Components of Other Income, net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income (Loss) | Other income, net consists of the following (in thousands of dollars): Year Ended December 31, 2021 2020 2019 French research tax credits $ 1,535 $ — $ — Interest and dividend income 135 594 3,025 Interest expense (241) (229) (677) Gain (loss) on currency revaluation (1,081) 56 — Other (94) 59 180 Total $ 254 $ 480 $ 2,528 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | Feb. 09, 2021 | Aug. 31, 2020 | May 31, 2019 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2020 |
Class of Stock [Line Items] | ||||||||
Accumulated deficit | $ 281,594,000 | $ 357,157,000 | $ 281,594,000 | |||||
Cash and cash equivalents | 349,364,000 | 173,197,000 | 349,364,000 | $ 159,317,000 | ||||
Number of shares issued in transaction (in shares) | 8,547,297 | 6,900,000 | 6,325,000 | |||||
Proceeds from issuance of common stock | $ 593,800,000 | $ 193,800,000 | $ 137,800,000 | |||||
Payments of stock issuance costs | $ 38,700,000 | $ 13,200,000 | $ 9,200,000 | |||||
Long term deposits | 603,000 | 749,000 | 603,000 | 603,000 | ||||
Investment in MAVIDx | $ 1,000,000 | |||||||
Impairment loss | 1,000,000 | $ 0 | 1,000,000 | 0 | ||||
Weighted Average Amortization Period (Years) | 10 years 10 months 24 days | |||||||
Finite-lived intangible assets, impairment | $ 0 | 0 | 0 | |||||
Indefinite-lived intangible assets, impairment | 0 | 0 | 0 | |||||
Goodwill impairment | 0 | 0 | 0 | |||||
Total revenue | 219,514,000 | 117,483,000 | 120,368,000 | |||||
Income (loss) from operations | $ (81,903,000) | $ (35,389,000) | $ (15,127,000) | |||||
Net loss per common share, basic (in USD per share) | $ (1.11) | $ (0.66) | $ (0.27) | |||||
Net loss per common share, diluted (in USD per share) | $ (1.11) | $ (0.66) | $ (0.27) | |||||
Accounts receivable | 18,461,000 | $ 41,461,000 | $ 18,461,000 | |||||
Write-down of excess supplies | 0 | 1,088,000 | $ 0 | |||||
ASU 2014-09 | ||||||||
Class of Stock [Line Items] | ||||||||
Income (loss) from operations | $ 1,500,000 | $ 1,500,000 | $ 1,600,000 | |||||
Net loss per common share, basic (in USD per share) | $ 0.02 | $ 0.02 | $ 0.04 | |||||
Net loss per common share, diluted (in USD per share) | $ 0.02 | $ 0.02 | $ 0.04 | |||||
Testing revenue | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | $ 188,182,000 | $ 101,970,000 | $ 107,355,000 | |||||
Testing revenue | Cost of testing revenue | COVID 19 Pandemic | ||||||||
Class of Stock [Line Items] | ||||||||
Write-down of excess supplies | 1,100,000 | |||||||
Testing revenue | ASU 2014-09 | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 1,500,000 | 1,500,000 | 1,600,000 | |||||
Biopharmaceutical and other revenue | ||||||||
Class of Stock [Line Items] | ||||||||
Total revenue | 19,868,000 | 5,668,000 | $ 12,090,000 | |||||
Accounts receivable | 400,000 | 11,600,000 | 400,000 | |||||
Deferred revenue | $ 1,200,000 | $ 5,000,000 | $ 1,200,000 | |||||
Minimum | ||||||||
Class of Stock [Line Items] | ||||||||
Useful lives | 3 years | |||||||
Weighted Average Amortization Period (Years) | 4 years | |||||||
Maximum | ||||||||
Class of Stock [Line Items] | ||||||||
Useful lives | 5 years | |||||||
Weighted Average Amortization Period (Years) | 15 years | |||||||
Over-Allotment Option | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued in transaction (in shares) | 1,114,864 | 900,000 | 825,000 | |||||
Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share (in USD per share) | $ 74 | $ 30 | $ 23.25 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Third-party Payers And Other Customers (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue | Revenue concentration risk | Medicare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 30.00% | 24.00% | 26.00% |
Revenue | Revenue concentration risk | United Healthcare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10.00% | 11.00% | 11.00% |
Revenue | Revenue concentration risk | Customers Representing >10% Of Total Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 40.00% | 35.00% | 37.00% |
Accounts receivable | Gross receivables concentration risk | Medicare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 12.00% | 13.00% | |
Accounts receivable | Gross receivables concentration risk | United Healthcare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 9.00% | 12.00% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Revenues Included in Biopharmaceutical and Other Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 219,514 | $ 117,483 | $ 120,368 |
Development services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,387 | 2,123 | 1,000 |
Collaboration milestones | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 4,000 | 0 | 4,000 |
Provision of data | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,876 | 1,545 | 7,090 |
Milestones | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 350 | 1,000 | 0 |
Development rights | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 1,000 | 0 |
Contract manufacturing | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,872 | 0 | 0 |
Contract testing | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 383 | 0 | 0 |
Biopharmaceutical And Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 19,868 | $ 5,668 | $ 12,090 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 219,514 | $ 117,483 | $ 120,368 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 200,982 | 109,614 | 119,153 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 18,532 | $ 7,869 | $ 1,215 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 4,882,903 | 5,499,345 | 6,133,190 |
Shares of common stock subject to outstanding options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 3,754,807 | 4,564,777 | 5,394,944 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 21,158 | 21,006 | 26,124 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 1,106,938 | 913,562 | 712,122 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Thousands | Aug. 02, 2021USD ($)assetshares | Mar. 12, 2021USD ($) | Dec. 03, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2021USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||||||||
Acquisition related contingent consideration | $ 5,722 | $ 7,594 | |||||||
Goodwill | 707,904 | 2,725 | |||||||
Share-based compensation expense | $ 22,519 | 12,995 | $ 9,807 | ||||||
Estimated useful life | 10 years 10 months 24 days | ||||||||
Release of valuation allowance | $ (41,900) | (13,400) | (9,900) | ||||||
Cost of testing revenue | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-based compensation expense | 640 | 369 | 277 | ||||||
Research and development | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-based compensation expense | 4,636 | 2,690 | 1,856 | ||||||
Selling and marketing | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-based compensation expense | $ 4,390 | 3,474 | $ 2,938 | ||||||
Decipher product technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 10 years | ||||||||
Decipher trade names | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 5 years | ||||||||
HalioDx developed technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 10 years | ||||||||
HalioDx customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 6 years | ||||||||
HalioDx customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated useful life | 4 years | ||||||||
HalioDx SAS | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest acquired | 100.00% | ||||||||
HalioDx Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest acquired | 100.00% | ||||||||
HalioDx | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | $ 319,640 | ||||||||
Shares issued for purchase consideration for a business combination | $ 147,089 | ||||||||
Shares transferred in acquisition (in shares) | shares | 3,300,000 | ||||||||
Incurred liabilities in acquisition | $ 4,194 | ||||||||
Transaction costs | $ 11,500 | ||||||||
Acquisition related contingent consideration | $ 16,800 | ||||||||
Percentage of cash consideration holdback placed in escrow | 50.00% | ||||||||
Required service period associated with cash consideration holdback | 2 years | ||||||||
Revenues associated with acquisition | 11,500 | ||||||||
Operating loss associated with acquisition | (13,000) | ||||||||
Goodwill | $ 248,814 | ||||||||
Deferred tax liability | 7,409 | ||||||||
Cash considerations paid in acquisition | 168,357 | ||||||||
Right-of-use assets, operating lease | 2,136 | ||||||||
Fair value of finite-lived intangible assets | $ 60,303 | ||||||||
HalioDx | Free Shares | |||||||||
Business Acquisition [Line Items] | |||||||||
Unvested free shares modified (in shares) | shares | 11,031 | ||||||||
Fair value of free shares modified (in shares) | $ 5,100 | ||||||||
Pre-combination services associated with free shares modified | 3,500 | ||||||||
HalioDx | Employee stock options | |||||||||
Business Acquisition [Line Items] | |||||||||
Pre-combination services associated with options vested | 400 | ||||||||
Nonrecurring post-combination compensation expense associated nonvested options | 1,500 | ||||||||
HalioDx | Restricted stock units | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of awards granted | $ 16,500 | ||||||||
Vesting period of awards granted | 4 years | ||||||||
Share-based compensation expense | 3,500 | ||||||||
HalioDx | Restricted stock units | Non-substantive Employee | |||||||||
Business Acquisition [Line Items] | |||||||||
Share-based compensation expense | 2,000 | ||||||||
HalioDx | HalioDx developed technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset acquired | asset | 3 | ||||||||
HalioDx | HalioDx customer relationships | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset acquired | asset | 2 | ||||||||
HalioDx | HalioDx customer backlog | |||||||||
Business Acquisition [Line Items] | |||||||||
Intangible asset acquired | asset | 2 | ||||||||
HalioDx | Post-Combination Compensation Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | 4,500 | ||||||||
HalioDx | Post-Combination Compensation Expense | Cost of testing revenue | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | 300 | ||||||||
HalioDx | Post-Combination Compensation Expense | Research and development | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | 800 | ||||||||
HalioDx | Post-Combination Compensation Expense | Selling and marketing | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | 1,300 | ||||||||
Decipher Biosciences | |||||||||
Business Acquisition [Line Items] | |||||||||
Equity interest acquired | 100.00% | ||||||||
Considerations paid in acquisition | $ 594,694 | ||||||||
Incurred liabilities in acquisition | 44,179 | ||||||||
Transaction costs | 10,600 | ||||||||
Goodwill | 468,266 | ||||||||
Deferred tax liability | 4,740 | ||||||||
Cash considerations paid in acquisition | 550,515 | $ 43,800 | |||||||
Acceleration and cash settlement of unvested acquiree employee stock awards | $ 25,100 | ||||||||
Net loss | 18,200 | ||||||||
Total revenues | 65,900 | ||||||||
Increase (decrease) in fair value of accounts receivable acquired | 1,800 | ||||||||
Increase (decrease) in goodwill acquired, corresponding to accounts receivable remeasurement | 1,800 | ||||||||
Right-of-use assets, operating lease | 7,601 | ||||||||
Fair value of finite-lived intangible assets | 94,000 | ||||||||
Release of valuation allowance | 3,500 | ||||||||
Decipher Biosciences | Dr. Tina S. Nova, Ph.D. | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to board of directors members | $ 26,500 | ||||||||
Decipher Biosciences | Dr. Robert S. Epstein, M.D., M.S. | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to board of directors members | $ 1,400 | ||||||||
Decipher Biosciences | Off-Market Favorable Lease | |||||||||
Business Acquisition [Line Items] | |||||||||
Right-of-use assets, operating lease | 1,800 | 1,800 | |||||||
Decipher Biosciences | Decipher product technology | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of finite-lived intangible assets | $ 90,000 | ||||||||
Estimated useful life | 10 years | ||||||||
Decipher Biosciences | Decipher trade names | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value of finite-lived intangible assets | $ 4,000 | ||||||||
Estimated useful life | 5 years | ||||||||
Decipher Biosciences | Post-Combination Compensation Expense | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | $ 25,079 | ||||||||
Incurred liabilities in acquisition | 24,809 | ||||||||
Cash considerations paid in acquisition | $ 270 | ||||||||
NanoString | |||||||||
Business Acquisition [Line Items] | |||||||||
Considerations paid in acquisition | $ 40,000 | ||||||||
Acquisition related contingent consideration | 6,100 | $ 8,400 | $ 7,600 | ||||||
Goodwill | 1,668 | ||||||||
Fair value of finite-lived intangible assets | 54,420 | ||||||||
Additional cash to be paid | 10,000 | ||||||||
NanoString | Common Stock | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued for purchase consideration for a business combination | $ 10,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Purchase Price and Nonrecurring Expenses (Details) - USD ($) $ in Thousands | Aug. 02, 2021 | Mar. 12, 2021 | Jun. 30, 2021 | Dec. 31, 2021 |
HalioDx | ||||
Business Acquisition [Line Items] | ||||
Cash transferred | $ 168,357 | |||
Liabilities incurred | 4,194 | |||
Shares issued for purchase consideration for a business combination | 147,089 | |||
Total | 319,640 | |||
HalioDx | Post-Combination Compensation Expense | ||||
Business Acquisition [Line Items] | ||||
Total | $ 4,500 | |||
HalioDx | Post-Combination Compensation Expense | Scenario, Plan | ||||
Business Acquisition [Line Items] | ||||
Cash transferred | 0 | |||
Liabilities incurred | 19,904 | |||
Shares issued for purchase consideration for a business combination | 0 | |||
Total | $ 19,904 | |||
Decipher Biosciences | ||||
Business Acquisition [Line Items] | ||||
Cash transferred | $ 550,515 | $ 43,800 | ||
Liabilities incurred | 44,179 | |||
Total | 594,694 | |||
Decipher Biosciences | Post-Combination Compensation Expense | ||||
Business Acquisition [Line Items] | ||||
Cash transferred | 270 | |||
Liabilities incurred | 24,809 | |||
Total | $ 25,079 |
Business Combinations - Fair Va
Business Combinations - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Aug. 02, 2021 | Mar. 12, 2021 | Dec. 31, 2020 | Dec. 03, 2019 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 707,904 | $ 2,725 | |||
HalioDx | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 5,938 | ||||
Accounts receivable | 10,793 | ||||
Supplies inventory | 3,610 | ||||
Prepaids and other current assets | 7,045 | ||||
Property and equipment, net | 2,716 | ||||
Right-of-use assets, financing lease | 733 | ||||
Right-of-use assets, operating lease | 2,136 | ||||
Finite-lived intangible assets | 60,303 | ||||
Other assets | 524 | ||||
Total identifiable assets acquired | 93,798 | ||||
Accounts payable | (2,645) | ||||
Accrued liabilities | (5,627) | ||||
Current portion of financing lease liability | (247) | ||||
Current portion of operating lease liability | (448) | ||||
Long-term debt | (1,171) | ||||
Deferred revenue | (3,250) | ||||
Financing lease liability, net of current portion | (488) | ||||
Operating lease liability, net of current portion | (1,687) | ||||
Deferred tax liability | (7,409) | ||||
Net identifiable assets acquired | 70,826 | ||||
Goodwill | 248,814 | ||||
Total purchase price | $ 319,640 | ||||
Decipher Biosciences | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 19,782 | ||||
Accounts receivable | 7,562 | ||||
Supplies inventory | 1,641 | ||||
Prepaids and other current assets | 778 | ||||
Property and equipment, net | 1,737 | ||||
Right-of-use assets, operating lease | 7,601 | ||||
Finite-lived intangible assets | 94,000 | ||||
Indefinite-lived intangible assets | 7,300 | ||||
Restricted cash | 146 | ||||
Other assets | 3,075 | ||||
Total identifiable assets acquired | 143,622 | ||||
Accounts payable | (2,351) | ||||
Accrued liabilities | (4,322) | ||||
Current portion of operating lease liability | (1,241) | ||||
Operating lease liability, net of current portion | (4,540) | ||||
Deferred tax liability | (4,740) | ||||
Net identifiable assets acquired | 126,428 | ||||
Goodwill | 468,266 | ||||
Total purchase price | $ 594,694 | ||||
NanoString | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 54,420 | ||||
Goodwill | 1,668 | ||||
Total purchase price | 56,088 | ||||
NanoString | Prosigna product technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 4,120 | ||||
NanoString | Prosigna customer relationships | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 2,430 | ||||
NanoString | nCounter Dx license | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | 46,880 | ||||
NanoString | LymphMark product technology | |||||
Business Acquisition [Line Items] | |||||
Finite-lived intangible assets | $ 990 |
Business Combinations - Sched_2
Business Combinations - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Aug. 02, 2021 | Dec. 03, 2019 |
HalioDx | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 60,303 | |
HalioDx | HalioDx developed technology | Product revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 4,163 | |
Estimated useful life | 10 years | |
HalioDx | HalioDx developed technology | Biopharmaceutical and other revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 42,224 | |
Estimated useful life | 10 years | |
HalioDx | HalioDx developed technology | Testing revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 1,546 | |
Estimated useful life | 10 years | |
HalioDx | HalioDx customer relationships | Biopharmaceutical and other revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 2,141 | |
Estimated useful life | 7 years | |
HalioDx | HalioDx customer relationships | Testing revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 2,973 | |
Estimated useful life | 5 years | |
HalioDx | HalioDx customer backlog | Biopharmaceutical and other revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 2,736 | |
Estimated useful life | 4 years | |
HalioDx | HalioDx customer backlog | Testing revenue | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 4,520 | |
Estimated useful life | 4 years | |
NanoString | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 54,420 | |
NanoString | Prosigna product technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 4,120 | |
Estimated useful life | 15 years | |
NanoString | Prosigna customer relationships | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 2,430 | |
Estimated useful life | 5 years | |
NanoString | nCounter Dx license | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 46,880 | |
Estimated useful life | 15 years | |
NanoString | LymphMark product technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | $ 990 | |
Estimated useful life | 7 years |
Business Combinations - Supplem
Business Combinations - Supplemental Pro Forma Information (Details) - Decipher Biosciences and HalioDX - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Total revenues | $ 245,930 | $ 177,630 |
Net loss | $ (36,000) | $ (122,203) |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 36,579 | $ 25,387 |
Accumulated depreciation and amortization | (21,481) | (16,397) |
Total property and equipment, net | 15,098 | 8,990 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 8,607 | 6,863 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 17,533 | 10,643 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 2,311 | 1,783 |
Software, including software developed for internal use | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 4,627 | 3,793 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 2,502 | 1,544 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 999 | $ 761 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |||
Depreciation and amortization expense | $ 3,600 | $ 2,800 | $ 2,700 |
Intangible asset amortization | $ 15,981 | $ 5,095 | $ 1,401 |
Balance Sheet Components - Fini
Balance Sheet Components - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 221,838 | $ 70,420 |
Accumulated Amortization | (26,407) | (10,496) |
Net Carrying Amount | $ 195,431 | 59,924 |
Weighted Average Amortization Period (Years) | 10 years 10 months 24 days | |
Indefinite-lived intangible assets | $ 7,300 | |
Total intangible assets | 229,138 | 70,420 |
Intangible assets, net | 202,731 | 59,924 |
Percepta product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,000 | 16,000 |
Accumulated Amortization | (7,200) | (6,133) |
Net Carrying Amount | $ 8,800 | 9,867 |
Weighted Average Amortization Period (Years) | 15 years | |
Prosigna product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,120 | 4,120 |
Accumulated Amortization | (572) | (298) |
Net Carrying Amount | $ 3,548 | 3,822 |
Weighted Average Amortization Period (Years) | 15 years | |
Prosigna customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,430 | 2,430 |
Accumulated Amortization | (1,013) | (526) |
Net Carrying Amount | $ 1,417 | 1,904 |
Weighted Average Amortization Period (Years) | 5 years | |
nCounter Dx license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,880 | 46,880 |
Accumulated Amortization | (6,511) | (3,386) |
Net Carrying Amount | $ 40,369 | 43,494 |
Weighted Average Amortization Period (Years) | 15 years | |
LymphMark product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 990 | 990 |
Accumulated Amortization | (295) | (153) |
Net Carrying Amount | $ 695 | 837 |
Weighted Average Amortization Period (Years) | 7 years | |
Decipher product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 90,000 | 0 |
Accumulated Amortization | (7,234) | 0 |
Net Carrying Amount | $ 82,766 | 0 |
Weighted Average Amortization Period (Years) | 10 years | |
Decipher trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,000 | 0 |
Accumulated Amortization | (643) | 0 |
Net Carrying Amount | $ 3,357 | 0 |
Weighted Average Amortization Period (Years) | 5 years | |
HalioDx developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 45,640 | 0 |
Accumulated Amortization | (1,877) | 0 |
Net Carrying Amount | $ 43,763 | 0 |
Weighted Average Amortization Period (Years) | 10 years | |
HalioDx customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,870 | 0 |
Accumulated Amortization | (352) | 0 |
Net Carrying Amount | $ 4,518 | 0 |
Weighted Average Amortization Period (Years) | 6 years | |
HalioDx customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,908 | 0 |
Accumulated Amortization | (710) | 0 |
Net Carrying Amount | $ 6,198 | $ 0 |
Weighted Average Amortization Period (Years) | 4 years |
Balance Sheet Components - Futu
Balance Sheet Components - Future Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
2022 | $ 22,043 | |
2023 | 22,042 | |
2024 | 22,002 | |
2025 | 20,846 | |
2026 | 18,941 | |
Thereafter | 89,557 | |
Net Carrying Amount | $ 195,431 | $ 59,924 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at beginning of period | $ 2,725 |
Effect of foreign currency translation on Goodwill acquired - HalioDx | (11,901) |
Goodwill at end of period | 707,904 |
Decipher Biosciences | |
Goodwill [Roll Forward] | |
Goodwill acquired | 468,266 |
HalioDx | |
Goodwill [Roll Forward] | |
Goodwill acquired | $ 248,814 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation expense | $ 30,792 | $ 9,201 |
Accrued other | 8,683 | 2,504 |
Total accrued liabilities | $ 39,475 | $ 11,705 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 03, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Acquisition-related contingent consideration, net of current portion | $ 5,722,000 | $ 7,594,000 | ||
Short term contingent considerations | 2,682,000 | 0 | ||
NanoString | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Acquisition-related contingent consideration, net of current portion | 8,400,000 | 7,600,000 | $ 6,100,000 | |
Contingent consideration, changes in fair value | 800,000 | 1,500,000 | $ 0 | |
Short term contingent considerations | 2,700,000 | |||
Headquarters and laboratory facilities, South San Francisco | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Security deposit | 749,000 | 603,000 | ||
Money Market Funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents | 159,200,000 | $ 346,800,000 | ||
Bank Time Deposits | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Time deposits | $ 4,000,000 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Input (Details) | Dec. 31, 2021 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.059 |
Probability of achievement | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.80 |
Probability of achievement | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 1 |
Probability of achievement | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.94 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 12, 2021 |
Operating Leased Assets [Line Items] | ||
Discount rate | 6.40% | |
Finance right-of-use assets | $ 700 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | |
Finance lease liabilities | $ 600 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | |
Purchase obligation | $ 16,100 | |
Decipher Biosciences | ||
Operating Leased Assets [Line Items] | ||
Right-of-use assets, operating lease | $ 7,601 | |
Decipher Biosciences | Off-Market Favorable Lease | ||
Operating Leased Assets [Line Items] | ||
Right-of-use assets, operating lease | $ 1,800 | $ 1,800 |
Headquarters And Laboratory Facilities South San Francisco, San Diego, And Austin | ||
Operating Leased Assets [Line Items] | ||
Weighted average remaining lease term | 4 years 9 months 18 days | |
Facilities in Marseille, France | ||
Operating Leased Assets [Line Items] | ||
Term of lease | 12 years | |
Annual rent | $ 1,400 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2022 | $ 4,356 | |
2023 | 4,420 | |
2024 | 4,414 | |
2025 | 4,484 | |
2026 | 1,404 | |
Thereafter | 1,580 | |
Total future minimum lease payments | 20,658 | |
Less: amount representing interest | 2,932 | |
Present value of future lease payments | 17,726 | |
Less: short-term lease liabilities | 3,630 | $ 1,589 |
Long-term lease liabilities | $ 14,096 | $ 9,917 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 3,503 | $ 1,889 | $ 1,899 |
Cash paid for amounts included in the measurement of lease liabilities | $ 3,650 | $ 2,332 | $ 2,227 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 03, 2017 | Aug. 31, 2020 | Jan. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Line of Credit Facility [Line Items] | ||||||
Repayments of long-term debt | $ 0 | $ 100,000 | $ 24,900,000 | |||
Line of credit | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Termination fee on loan, percentage of revolving line of credit | 1.00% | |||||
Early termination fee on loan | $ 100,000 | |||||
Line of credit | Silicon Valley Bank | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | |||||
Periodic payment terms, balloon payment to be paid | 1,200,000 | |||||
Long-term debt balance outstanding | 1,026,000 | $ 810,000 | ||||
Line of credit | Silicon Valley Bank | Secured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 25,000,000 | |||||
Periodic payment terms, balloon payment to be paid | 1,200,000 | |||||
Line of credit | Silicon Valley Bank | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||||
Repayments of long-term debt | $ 100,000 | $ 24,900,000 | ||||
Term Loan Advance | Silicon Valley Bank | ||||||
Line of Credit Facility [Line Items] | ||||||
Long-term debt balance outstanding | $ 1 | |||||
LIBOR | Line of credit | Silicon Valley Bank | Secured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 4.20% | |||||
LIBOR | Line of credit | Silicon Valley Bank | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Basis spread on variable rate | 3.50% | |||||
Minimum | LIBOR | Line of credit | Silicon Valley Bank | Secured Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate, stated percentage | 5.43% | |||||
Minimum | LIBOR | Line of credit | Silicon Valley Bank | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest rate, stated percentage | 4.70% | |||||
Debt prepayment tranche three | LIBOR | Line of credit | Silicon Valley Bank | Revolving credit facility | ||||||
Line of Credit Facility [Line Items] | ||||||
Prepayment premium | $ 250,000 |
Debt - Schedule of Loan and Sec
Debt - Schedule of Loan and Security Agreement (Details) - Line of credit - Silicon Valley Bank - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt principal | $ 0 | $ 0 |
End-of-term debt obligation | 1,026 | 810 |
Net debt obligation | $ 1,026 | $ 810 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020$ / sharesshares | |
Class of Stock [Line Items] | ||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Par value of shares of common stock (in USD per share) | $ / shares | $ 0.001 | $ 0.001 |
Number of votes for each share of stock | vote | 1 | |
Dividends declared | $ | $ 0 | |
Options issued and outstanding (in shares) | 4,892,164 | 4,867,303 |
Total number of shares reserved for issuance (in shares) | 10,800,658 | 9,500,287 |
Shares of common stock subject to outstanding options | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 4,892,164 | 4,867,303 |
Shares available for issuance (in shares) | 4,418,364 | 3,061,589 |
Employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Shares available for issuance (in shares) | 1,490,130 | 1,571,395 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 29, 2008 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average fair value of options to purchase common stock granted (in USD per share) | $ 23.45 | $ 12.97 | $ 11.07 | ||
Intrinsic value of stock options exercised | $ 24,000,000 | $ 32,900,000 | $ 31,300,000 | ||
Weighted average grant date fair value (in USD per share) | $ 46.41 | $ 27.09 | |||
Options vested and expected to vest at the end of the period | $ 77,946,000 | ||||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share price (in USD per share) | $ 41.20 | $ 48.94 | |||
Employee stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated grant date fair value of options to purchase common stock vested | $ 7,800,000 | $ 7,300,000 | $ 4,400,000 | ||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options vested and expected to vest at the end of the period | 21,700,000 | $ 10,300,000 | |||
Phantom Share Units (PSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Fair value of awards granted | $ 3,800,000 | ||||
Employee stock purchase plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance (in shares) | 1,490,130 | 1,571,395 | |||
Maximum offering period | 12 months | ||||
Purchase period | 6 months | ||||
Maximum fair market value of shares available to purchase per calendar year | $ 25,000 | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||
Employee stock purchase plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum purchase price as a percentage of fair market value | 85.00% | ||||
Stock-based Compensation | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized compensation expense | $ 52,100,000 | ||||
Period over which unrecognized compensation expense expected to be recognized | 2 years 6 months | ||||
Stock-based Compensation, non-employees | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected dividend yield | 0.00% | ||||
2008 Plan | ISO | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Voting power of person owning stock | 10.00% | ||||
Option price as a percentage of estimated fair value of shares to person owning more than 10% of voting power stock | 110.00% | ||||
2008 Plan | ISO | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options to person owning more than 10% of voting power stock | 5 years | ||||
2008 Plan | Employee stock options | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum purchase price as a percentage of fair market value | 100.00% | ||||
2008 Plan | Employee stock options | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Term of options granted | 10 years | ||||
2013 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of additional shares reserved for issuance (in shares) | 1,700,000 | ||||
Maximum annual increase as a percentage in outstanding shares on the last day of the preceding fiscal year | 4.00% | ||||
2013 Plan | ISO | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum purchase price as a percentage of fair market value | 100.00% | ||||
2013 Plan | NSO | Outside director who was not previously an employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted as initial grant (in shares) | 35,000 | ||||
2013 Plan | Employee stock options | Outside director serving as a member of Board of Directors for at least six months | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted as annual grant (in shares) | 10,000 | ||||
2013 Plan | Employee stock options | Outside director serving as a member of Board of Directors for at least six months | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Period director must serve as board of director to receive grant to purchase shares | 6 months | ||||
2013 Plan | Employee stock options | Outside director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Minimum purchase price as a percentage of fair market value | 100.00% | ||||
2013 Plan | Employee stock options | Outside director | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period after termination of service | 12 months | ||||
2013 Plan | Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual value of future grants to outside directors not previously employed | $ 600,000 | ||||
Value of grants to non-employee directors | $ 300,000 |
Stock Incentive Plans - Activit
Stock Incentive Plans - Activity Under Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Shares Available for Grant | ||
Additional shares authorized (in shares) | 2,328,021 | |
Canceled (in shares) | 713,175 | |
Stock Options Outstanding and Unvested Stock Units | ||
Balance at beginning of the period (in shares) | 4,867,303 | |
Canceled (in shares) | (713,175) | |
Exercised (in shares) | (712,588) | |
Balance at the end of the period (in shares) | 4,892,164 | 4,867,303 |
Options vested and exercisable at the end of the period (in shares) | 2,391,848 | |
Options vested and expected to vest at the end of the period (in shares) | 3,379,118 | |
Weighted Average Exercise Price of Stock Options | ||
Balance at beginning of the period (in USD per share) | $ 15.14 | |
Canceled (in USD per share) | 18.89 | |
Exercised (in USD per share) | 12.88 | |
Balance at the end of the period (in USD per share) | 19.87 | $ 15.14 |
Options vested and exercisable at the end of the period (in USD per share) | 12.67 | |
Options vested and expected to vest at the end of the period (in USD per share) | $ 19.10 | |
Weighted Average Remaining Contractual Life of Stock Options (Years) | ||
Remaining contractual life of stock options at beginning and end of period | 6 years 1 month 28 days | 6 years 11 months 23 days |
Options vested and exercisable at the end of the period | 5 years 7 days | |
Options vested and expected to vest at the end of the period | 6 years 14 days | |
Aggregate Intrinsic Value of Stock Options | ||
Balance at beginning of period | $ 135,879 | |
Balance at end of period | 78,914 | $ 135,879 |
Options vested and exercisable at the end of the period | 68,246 | |
Options vested and expected to vest at the end of the period | $ 77,946 | |
Employee stock options | ||
Shares Available for Grant | ||
Granted (in shares) | (677,851) | |
Stock Options Outstanding and Unvested Stock Units | ||
Granted (in shares) | 677,851 | |
Weighted Average Exercise Price of Stock Options | ||
Granted (in USD per share) | $ 46.85 | |
Restricted stock units | ||
Shares Available for Grant | ||
Granted (in shares) | (1,168,896) | |
Tax portion of restricted stock units vested (in shares) | 162,326 | |
Stock Options Outstanding and Unvested Stock Units | ||
Granted (in shares) | 1,168,896 | |
Vested (in shares) | (396,123) | |
Aggregate Intrinsic Value of Stock Options | ||
Options vested and expected to vest at the end of the period | $ 21,700 | $ 10,300 |
Shares of common stock subject to outstanding options | ||
Shares Available for Grant | ||
Balance at the beginning of the period (in shares) | 3,061,589 | |
Balance at the end of the period (in shares) | 4,418,364 | 3,061,589 |
Stock Options Outstanding and Unvested Stock Units | ||
Balance at beginning of the period (in shares) | 4,867,303 | |
Balance at the end of the period (in shares) | 4,892,164 | 4,867,303 |
Stock Incentive Plans - Stock-b
Stock Incentive Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 22,519 | $ 12,995 | $ 9,807 |
Cost of testing revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 640 | 369 | 277 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 4,636 | 2,690 | 1,856 |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 4,390 | 3,474 | 2,938 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 12,853 | $ 6,462 | $ 4,736 |
Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average minimum volatility | 56.83% | 54.40% | 52.90% |
Weighted-average maximum volatility | 60.48% | 58.20% | 53.40% |
Risk-free minimum interest rate | 0.40% | 0.24% | 1.90% |
Risk-free maximum interest rate | 1.21% | 0.92% | 2.60% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock-based Compensation, non-employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Expected dividend yield | 0.00% | ||
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average minimum volatility | 62.03% | 54.16% | 53.38% |
Weighted-average maximum volatility | 80.70% | 85.01% | 71.77% |
Risk-free minimum interest rate | 0.06% | 0.11% | 1.88% |
Risk-free maximum interest rate | 0.08% | 1.56% | 2.56% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average expected term | 5 years 18 days | 5 years 2 months 26 days | 5 years 6 months |
Minimum | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average expected term | 6 months | 6 months | 6 months |
Maximum | Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average expected term | 5 years 3 months | 5 years 5 months 1 day | 6 years 29 days |
Maximum | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Weighted-average expected term | 1 year | 1 year | 1 year |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||||
Pre-tax loss | $ (81,649,000) | $ (34,909,000) | $ (12,599,000) | |
Income tax expense (benefit) | (6,086,000) | 0 | 0 | |
Valuation allowance against deferred tax assets | 41,900,000 | 13,400,000 | 9,900,000 | |
Unrecognized tax benefits | 4,452,000 | $ 3,563,000 | $ 3,278,000 | $ 2,799,000 |
Interest expense or penalties related to unrecognized tax benefits | 0 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 437,100,000 | |||
Tax credit carryforward | $ 5,900,000 | |||
Income tax examination period | 3 years | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | $ 5,700,000 | |||
Income tax examination period | 4 years | |||
State | California | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 87,600,000 | |||
State | Other state income tax purposes | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 133,100,000 | |||
Foreign | Canadian | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 74,700,000 | |||
Foreign | Canadian | Research Tax Credit Carryforward | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | 1,400,000 | |||
Foreign | French | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 31,300,000 |
Income Taxes - Schedule of Pre-
Income Taxes - Schedule of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (68,707) | $ (34,909) | $ (12,599) |
Foreign | (12,942) | 0 | 0 |
Loss before income tax benefit | $ (81,649) | $ (34,909) | $ (12,599) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Benefits for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 63,000 | 0 | 0 |
Foreign | 54,000 | 0 | 0 |
Total current | 117,000 | 0 | 0 |
Deferred: | |||
Federal | (3,526,000) | 0 | 0 |
State | (508,000) | 0 | 0 |
Foreign | (2,169,000) | 0 | 0 |
Total deferred | (6,203,000) | 0 | 0 |
Total | $ (6,086,000) | $ 0 | $ 0 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
U.S. federal taxes at statutory rate | $ (17,146,000) | $ (7,302,000) | $ (2,632,000) |
State tax (net of federal benefit) | (1,609,000) | (1,794,000) | (828,000) |
Foreign rate differential | 674,000 | 1,000 | 0 |
Non deductible officers' compensation | 3,055,000 | 1,443,000 | 439,000 |
Transaction costs | 2,255,000 | 0 | 0 |
Permanent differences | 59,000 | 131,000 | 221,000 |
Stock based compensation - excess benefit | (5,687,000) | (4,881,000) | (4,366,000) |
Tax credits | (714,000) | (588,000) | (996,000) |
Change in valuation allowance | 13,027,000 | 12,990,000 | 8,162,000 |
Total | $ (6,086,000) | $ 0 | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 133,492 | $ 68,113 | $ 56,506 |
Research and development credits | 7,926 | 6,167 | 5,579 |
Stock-based compensation | 3,760 | 2,696 | 2,246 |
NanoString intangibles and goodwill | 1,244 | 908 | 380 |
Operating lease liability | 4,327 | 2,826 | 3,068 |
Accruals and other | 7,099 | 2,623 | 2,610 |
Gross deferred tax assets | 157,848 | 83,333 | 70,389 |
Valuation allowance | (120,586) | (78,650) | (65,228) |
Net deferred tax assets | 37,262 | 4,683 | 5,161 |
Deferred tax liabilities: | |||
Property and equipment | (219) | (334) | (471) |
Other acquired intangibles | (34,823) | 0 | 0 |
In-process research and development | (3,892) | (2,423) | (2,597) |
ROU assets | (3,920) | (1,926) | (2,093) |
Gross deferred tax liabilities | (42,854) | (4,683) | (5,161) |
Net deferred tax liabilities | (42,854) | (4,683) | (5,161) |
Net deferred taxes | $ (5,592) | $ 0 | $ 0 |
Income Taxes - Schedule of Unce
Income Taxes - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 3,563 | $ 3,278 | $ 2,799 |
Gross increases—tax position in prior period | 515 | 0 | 0 |
Gross decreases—tax position in prior period | 0 | 0 | 0 |
Gross increases—current period tax position | 374 | 285 | 479 |
Lapse of statute of limitations | 0 | 0 | 0 |
Unrecognized tax benefits, end of period | $ 4,452 | $ 3,563 | $ 3,278 |
401(k) Plan (Details)
401(k) Plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to the plan | $ 1,300,000 | $ 600,000 | $ 500,000 |
Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Pension liability | $ 1,100,000 | $ 0 |
Components of Other Income, n_3
Components of Other Income, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||
French research tax credits | $ 1,535 | $ 0 | $ 0 |
Interest and dividend income | 135 | 594 | 3,025 |
Interest expense | (241) | (229) | (677) |
Gain (loss) on currency revaluation | (1,081) | 56 | 0 |
Other | (94) | 59 | 180 |
Other income, net | $ 254 | $ 480 | $ 2,528 |