Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
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 | $ 1.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 72,149,636 | ||
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 2023 Annual Meeting of Stockholders, or the Proxy Statement, are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2022. | ||
Entity Central Index Key | 0001384101 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Diego, California |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 154,247 | $ 173,197 |
Short-term investments | 24,605 | 3,964 |
Accounts receivable | 44,021 | 41,461 |
Supplies and inventory | 14,294 | 11,225 |
Prepaid expenses and other current assets | 11,469 | 13,255 |
Total current assets | 248,636 | 243,102 |
Property and equipment, net | 17,702 | 15,098 |
Right-of-use assets - operating leases | 13,160 | 16,043 |
Intangible assets, net | 174,866 | 202,731 |
Goodwill | 695,891 | 707,904 |
Restricted cash | 749 | 749 |
Other assets | 5,418 | 2,198 |
Total assets | 1,156,422 | 1,187,825 |
Current liabilities: | ||
Accounts payable | 11,911 | 12,360 |
Accrued liabilities | 37,774 | 39,475 |
Current portion of long-term debt | 0 | 1,127 |
Current portion of deferred revenue | 2,613 | 4,646 |
Current portion of acquisition-related contingent consideration | 6,060 | 2,682 |
Current portion of operating lease liabilities | 4,070 | 3,630 |
Current portion of other liabilities | 186 | 231 |
Total current liabilities | 62,614 | 64,151 |
Deferred revenue, net of current portion | 0 | 343 |
Deferred tax liability | 4,531 | 5,592 |
Acquisition-related contingent consideration, net of current portion | 2,498 | 5,722 |
Operating lease liabilities, net of current portion | 10,648 | 14,096 |
Other liabilities | 931 | 1,407 |
Total liabilities | 81,222 | 91,311 |
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, 2022 and 2021 | 0 | 0 |
Common stock, $0.001 par value; 125,000,000 shares authorized, 71,959,454 and 71,123,108 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 72 | 71 |
Additional paid-in capital | 1,500,191 | 1,468,683 |
Accumulated deficit | (393,717) | (357,157) |
Accumulated other comprehensive loss | (31,346) | (15,083) |
Total stockholders' equity | 1,075,200 | 1,096,514 |
Total liabilities and stockholders' equity | $ 1,156,422 | $ 1,187,825 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 71,959,454 | 71,123,108 |
Common stock, shares outstanding (in shares) | 71,959,454 | 71,123,108 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Total revenue | $ 296,536,000 | $ 219,514,000 | $ 117,483,000 |
Operating expenses: | |||
Research and development | 40,603,000 | 29,843,000 | 17,204,000 |
Selling and marketing | 97,560,000 | 79,840,000 | 52,389,000 |
General and administrative | 76,518,000 | 101,353,000 | 36,729,000 |
Intangible asset amortization | 21,354,000 | 15,981,000 | 5,095,000 |
Total operating expenses | 337,617,000 | 301,417,000 | 152,872,000 |
Loss from operations | (41,081,000) | (81,903,000) | (35,389,000) |
Other income, net | 4,654,000 | 254,000 | 480,000 |
Loss before income tax benefit | (36,427,000) | (81,649,000) | (34,909,000) |
Income tax provision (benefit) | 133,000 | (6,086,000) | 0 |
Net loss | $ (36,560,000) | $ (75,563,000) | $ (34,909,000) |
Net loss per common share, basic (in USD per share) | $ (0.51) | $ (1.11) | $ (0.66) |
Net loss per common share, diluted (in USD per share) | $ (0.51) | $ (1.11) | $ (0.66) |
Shares use to compute net loss per common share, basic (in shares) | 71,549,204 | 67,890,328 | 53,239,231 |
Shares use to compute net loss per common share, diluted (in shares) | 71,549,204 | 67,890,328 | 53,239,231 |
Testing revenue | |||
Revenue: | |||
Total revenue | $ 250,544,000 | $ 188,182,000 | $ 101,970,000 |
Operating expenses: | |||
Cost of revenue | 75,317,000 | 58,860,000 | 35,913,000 |
Product revenue | |||
Revenue: | |||
Total revenue | 12,632,000 | 11,464,000 | 9,845,000 |
Operating expenses: | |||
Cost of revenue | 7,820,000 | 5,887,000 | 4,921,000 |
Biopharmaceutical and other revenue | |||
Revenue: | |||
Total revenue | 33,360,000 | 19,868,000 | 5,668,000 |
Operating expenses: | |||
Cost of revenue | $ 18,445,000 | $ 9,653,000 | $ 621,000 |
Consolidated of Statements of C
Consolidated of Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (36,560) | $ (75,563) | $ (34,909) |
Other comprehensive loss: | |||
Change in currency translation adjustments | (16,263) | (15,083) | 0 |
Net comprehensive loss | $ (52,823) | $ (90,646) | $ (34,909) |
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, 2019 | 49,625 | ||||
Beginning 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) | |||
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) |
Increase (Decrease) in Stockholders' Equity [Rollforward] | |||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares) | 681 | ||||
Issuance of common stock on exercise of stock options and vesting of restricted stock units | 4,194 | $ 1 | 4,193 | ||
Issuance of common stock under employee stock purchase plan (ESPP) (in shares) | 155 | ||||
Issuance of common stock under employee stock purchase plan (ESPP) | 3,748 | 3,748 | |||
Tax portion of vested restricted stock units | (3,167) | (3,167) | |||
Stock-based compensation expense (employee) | 24,781 | 24,781 | |||
Stock-based compensation expense (non-employee) | 11 | 11 | |||
Stock-based compensation expense (ESPP) | 1,942 | 1,942 | |||
Net loss | (36,560) | (36,560) | |||
Comprehensive loss | (16,263) | (16,263) | |||
Ending balance (in shares) at Dec. 31, 2022 | 71,959 | ||||
Ending balance at Dec. 31, 2022 | $ 1,075,200 | $ 72 | $ 1,500,191 | $ (393,717) | $ (31,346) |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance costs | $ 38,677 | $ 13,169 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (36,560) | $ (75,563) | $ (34,909) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 25,928 | 19,593 | 7,944 |
Loss on disposal of property and equipment | 206 | 0 | 0 |
Stock-based compensation | 26,734 | 22,519 | 12,995 |
Provision for (benefit from) income taxes | 133 | (6,258) | 0 |
Interest on end-of-term debt obligation | 161 | 216 | 216 |
Write-down of excess supplies | 0 | 0 | 1,088 |
Noncash lease expense | 3,320 | 1,632 | 964 |
Revaluation of acquisition-related contingent consideration | 154 | 810 | 1,506 |
Impairment loss | 3,318 | 0 | 1,000 |
Effect of foreign currency on operations | 522 | 1,211 | (34) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (4,495) | (8,571) | 955 |
Supplies and inventory | (3,011) | (1,464) | 1,061 |
Prepaid expenses and other current assets | 1,390 | (3,316) | (970) |
Other assets | (3,049) | (216) | 37 |
Operating lease liability | (3,448) | (1,794) | (1,407) |
Accounts payable | 152 | 5,155 | 711 |
Accrued liabilities and deferred revenue | (3,920) | 14,425 | (868) |
Net cash provided by (used in) operating activities | 7,535 | (31,621) | (9,711) |
Investing activities | |||
Purchase of short-term investments | (33,519) | 0 | 0 |
Proceeds from maturity of short-term investments | 12,681 | 0 | 0 |
Acquisition of Decipher Biosciences, net of cash acquired | 0 | (574,411) | 0 |
Acquisition of HalioDx, net of cash acquired | 0 | (162,419) | 0 |
Proceeds from sale of equity securities | 0 | 3,000 | 0 |
Purchase of equity securities | 0 | 0 | (1,000) |
Purchases of property and equipment | (8,549) | (5,376) | (2,837) |
Net cash used in investing activities | (29,387) | (739,206) | (3,837) |
Financing activities | |||
Proceeds from issuance of common stock in a public offering, net of issuance costs | 0 | 593,821 | 193,831 |
Payment of long-term debt | (1,281) | 0 | (100) |
Payment of taxes on vested restricted stock units | (3,167) | (9,029) | (3,845) |
Proceeds from the exercise of common stock options and employee stock purchases | 7,942 | 11,528 | 13,709 |
Net cash provided by financing activities | 3,494 | 596,320 | 203,595 |
(Decrease) increase in cash, cash equivalents and restricted cash | (18,358) | (174,507) | 190,047 |
Effect of foreign currency on cash, cash equivalents and restricted cash | (592) | (1,514) | 0 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (18,950) | (176,021) | 190,047 |
Cash, cash equivalents and restricted cash at beginning of year | 173,946 | 349,967 | 159,920 |
Cash, cash equivalents and restricted cash at end of year | 154,996 | 173,946 | 349,967 |
Supplementary cash flow information of non-cash investing and financing activities: | |||
Shares issued for purchase consideration for a business combination | 0 | 147,089 | 0 |
Purchases of property and equipment included in accounts payable and accrued liabilities | 0 | 392 | 294 |
Supplementary cash flow information: | |||
Cash paid for interest on debt | 9 | 9 | 13 |
Cash paid for tax | 570 | 112 | 112 |
Cash and cash equivalents | 154,247 | 173,197 | 349,364 |
Restricted cash | 749 | 749 | 603 |
Total cash, cash equivalents and restricted cash | $ 154,996 | $ 173,946 | $ 349,967 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
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 empowers clinicians with the high-value insights they need to guide and assure patients at pivotal moments in the race to diagnose and treat cancer. Veracyte's high-performing tests enable clinicians to make more confident diagnostic, prognostic and treatment decisions, helping patients avoid unnecessary procedures and interventions, and speed time to appropriate treatment, thereby improving outcomes for patients all over the world. 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; and Marseille, France. The Company currently offers tests in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer (Prosigna); interstitial lung diseases (Envisia); and bladder cancer (Decipher Bladder). The Company’s Percepta Nasal Swab test is being run in its CLIA lab in support of clinical studies and its tests for kidney cancer and lymphoma are in development, the latter as a companion diagnostic. The Company serves global markets with two complementary models. In the United States, it offers laboratory developed tests, or LDTs, through its centralized, Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories in South San Francisco and San Diego, California, supported by its cytopathology expertise in Austin, Texas. Additionally, primarily outside of the United States, the Company provides its Prosigna test to patients through distribution to laboratories and hospitals that can perform the tests locally as an in vitro diagnostic, or IVD, test that runs on the nCounter Analysis System. In March 2021, the Company acquired Decipher Biosciences, expanding the Company's genomic testing menu into urologic cancers. The acquisition also provided it with Decipher GRID (Genomics Resource for Intelligent Discovery), a platform and database that helps drive biopharmaceutical partnerships, key opinion leaders engagement and pipeline development in urologic cancers. In August 2021, the Company acquired HalioDx SAS and HalioDx Inc., historically a wholly owned subsidiary of HalioDx SAS, collectively referred to as HalioDx, giving it the capabilities and expertise to manufacture the Company's own IVD test kits for use on the nCounter Analysis System. The acquisition also deepened its scientific expertise and capabilities in the rapidly growing area of immuno-oncology further strengthening its offerings to biopharmaceutical and other partners. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
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, or 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. Reclassifications Certain prior period balances have been reclassified to conform to current period presentation of the Company’s consolidated financial statements and accompanying notes. Such reclassifications have no effect on previously reported results of operations, accumulated deficit, subtotals of operating, investing or financing cash flows or consolidated balance sheet totals; however, for the period December 31, 2021, the Company reclassified $4.0 million of short-term investments from the prepaid expenses and other current assets caption in the consolidated balance sheets. 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; the recoverability of long-lived assets; the incremental borrowing rates for leases; accounting for acquisitions; the estimation of the fair value of intangible assets and contingent consideration; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; credit related losses on investments; and 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 recorded 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, 2022, the Company had an accumulated deficit of $393.7 million. The Company believes its cash and cash equivalents and short-term investments of $178.9 million as of December 31, 2022, and its revenue from sales in 2023 will be sufficient to meet its anticipated cash requirements through at least February 2024. In February 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 approximately $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 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. 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, which 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, revenue, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing its 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 kits and test reagents, and the nCounter Analysis system and related diagnostic kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company's requirements on a timely basis, the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Through December 31, 2022, the Company has derived most of its revenue from the sale of Decipher and Afirma testing. To date, Decipher and Afirma testing have been delivered primarily to physicians in the United States. 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, 2022. The Company's total third-party payers and other customers in excess of 10% of total revenue and their related revenue as a percentage of total revenue were as follows: Year Ended December 31, 2022 2021 2020 Medicare 31 % 30 % 24 % UnitedHealthcare 10 % 10 % 11 % 41 % 40 % 35 % The Company's significant third-party payers 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, 2022 2021 Medicare 14 % 12 % UnitedHealthcare 10 % 9 % 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. Short-Term Investments The Company's short-term investments consist of U.S. treasury securities and time deposits with a bank with maturities at the time of purchase that were between 90 days and one year. The Company classifies these investments as held-to-maturity debt securities, which are reported at amortized cost. Discounts or premiums from the purchase of the securities are recognized as a component of interest income in other income (loss), net in the consolidated statements of operations. Investments are initially recorded net of an allowance for expected credit losses, if any, which are remeasured each period and any impairments are recognized as an expense. Unrealized gains and losses are not recognized in income. As of both December 31, 2022 and December 31, 2021, no allowances for expected credit losses had been recorded and there have been no impairment or credit losses on the Company's short term investments. Restricted Cash The Company had deposits of $0.7 million included in long-term assets as of both December 31, 2022 and December 31, 2021, 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 the Company's 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 was 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. Supplies and Inventory Supplies consists of materials and reagents consumed in the performance of testing services. Inventory consists of raw materials consumed in the contract manufacturing process as well as finished and semi-finished components used in the assembly of diagnostic kits related to product sales. Inventory is stated at the lower of cost or net realizable value on a weighted average basis. The Company periodically analyzes supply and inventory levels and expiration dates, and writes down supply or inventory that has become obsolete, that has a cost basis in excess of its net realizable value, or in excess of expected sales requirements as cost of revenue. The Company records an allowance for excess or obsolete supplies and inventory using an estimate based on historical trends and evaluation of near-term expirations. 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 Leases The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in right-of-use assets - operating leases and operating lease liabilities in the consolidated balance sheets, representing the right to use an underlying asset for the lease term and the obligation to make lease payments arising from the lease. Right-of-use, or ROU, assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The ROU assets also includes any lease payments made and is adjusted for lease incentives. Lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease terms. Lease and non-lease components are accounted for as a single lease component. Financing leases are immaterial and are included in property and equipment, net and other liabilities in the consolidated balance sheets. Leases with terms of 12 months or less are not recorded on our balance sheet. 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. The Company recorded a $3.3 million impairment charge for the year ended December 31, 2022 and no impairment charge for the years ended December 31, 2021 or 2020. See Note 5 Balance Sheet Components for more information on the 2022 impairment testing. 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 of indefinite-lived intangible assets for the years ended December 31, 2022, 2021 or 2020. 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 of goodwill for the years ended December 31, 2022, 2021 or 2020. 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. The Company has changed its revenue estimates due to actual and anticipated cash collections for tests delivered in prior years and recognized immaterial changes in revenue, loss from operations and basic and diluted net loss per share for the years ended December 31, 2022, 2021 and 2020. Product Revenue The Company's products consist of the Prosigna breast cancer assay, the nCounter Analysis System and related diagnostic kits. Product revenue from diagnostic kits is generally recognized upon shipment. Product revenue from instruments is generally recognized when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to governmental authorities. Biopharmaceutical and Other Revenue The Company enters into arrangements for biopharmaceutical research and development, commercialization, contract manufacturing and development, and 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, biopharmaceutical 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 revenue or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if the obligation 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 revenue and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenue 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 $9.3 million and $11.6 million at December 31, 2022 and 2021, respectively. There was $2.6 million and $5.0 million of deferred revenue related to these agreements at December 31, 2022 and 2021, respectively. Revenue included in biopharmaceutical and other revenue for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands of dollars): Year Ended December 31, 2022 2021 2020 Biopharmaceutical revenue $ 26,341 $ 12,613 $ 5,668 Contract manufacturing and testing 7,019 3,255 — Collaboration milestones — 4,000 — Total $ 33,360 $ 19,868 $ 5,668 Cost of Testing Revenue The components of the Company's cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation, 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 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, and the Company's internal labor expenses. In addition, cost of product includes royalty costs for licensed technologies included in the Company's products. 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 biopharmaceutical 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 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, PSUs and shares subject to purchase under the Company's 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) are 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. As of December 31, 2022, $4.8 million of CIR are recorded in prepaids and other current assets on the consolidated balance sheets and $3.5 million is included in other assets. Foreign Currency Translation The functional currency of the Company’s foreign subsidiary, Veracyte SAS, 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. Comprehensive Loss Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive loss includes our net loss and gains and losses from the foreign currency translation of the assets and liabilities of our foreign subsidiaries. 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, 2022 2021 2020 United States $ 262,923 $ 200,982 $ 109,614 International 33,613 18,532 7,869 Total revenue $ 296,536 $ 219,514 $ 117,483 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2022 and 2021. Recent Accounti |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 because their inclusion would be anti-dilutive: Year Ended December 31, 2022 2021 2020 Shares of common stock subject to outstanding options 3,923,882 3,754,807 4,564,777 Employee stock purchase plan 42,733 21,158 21,006 Restricted stock units 2,003,509 1,106,938 913,562 Total common stock equivalents 5,970,124 4,882,903 5,499,345 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations HalioDx On August 2, 2021, the Company acquired 100% of the equity interests of HalioDx, or the HalioDx Acquisition. The HalioDx Acquisition gave the Company the capabilities and expertise to manufacture its own IVD test kits for use on the nCounter Analysis System. The acquisition also deepened the Company's scientific expertise and capabilities in the rapidly growing area of immuno-oncology, further strengthening its offerings for biopharmaceutical and other partners. 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. Since the acquisition, the Company has recorded certain measurement period adjustments, which were recorded as net increases to goodwill totaling $0.2 million and did not impact the consolidated statements of operations. 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, or the Decipher Acquisition. The Decipher Acquisition advanced 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. The measurement period concluded in March 2022, and no adjustments were recorded during the year ended December 31, 2022 Related Party Transactions Dr. Robert S. Epstein, M.D., M.S., a member of the Company’s board of directors, and Dr. Tina S. Nova, Ph.D., formerly a member of the Company’s board of directors, 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, respectively. Dr. Nova resigned from Veracyte’s board of directors and now serves as Veracyte's General Manager, Urology. Dr. Epstein continues to serve on Veracyte’s board of directors. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Supplies and Inventory As of December 31, 2022 and 2021, supplies and inventory consisted of $10.2 million and $8.2 million, respectively, of lab supplies and reagents consumed in the performance of testing services, and $4.1 million and $3.0 million, respectively, of inventory related to raw materials consumed in contract manufacturing process, as well as finished and semi-finished components used in the assembly of diagnostic kits related to product sales. Property and Equipment, Net Property and equipment consisted of the following (in thousands of dollars): December 31, 2022 2021 Leasehold improvements $ 9,740 $ 8,607 Laboratory equipment 21,159 17,533 Computer equipment 2,245 2,311 Software, including software developed for internal use 6,647 4,627 Furniture and fixtures 3,306 2,502 Construction-in-process 587 999 Total property and equipment, at cost 43,684 36,579 Accumulated depreciation (25,982) (21,481) Total property and equipment, net $ 17,702 $ 15,098 Depreciation expense was $4.6 million, $3.6 million and $2.8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Intangible Assets, Net Intangible assets include finite-lived product technology, customer relationships, licenses and trade names and indefinite-lived in-process research and development. Intangible assets consisted of the following (in thousands of dollars): December 31, 2022 December 31, 2021 Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (8,267) $ 7,733 $ 16,000 $ (7,200) $ 8,800 7 Prosigna product technology 4,120 (847) 3,273 4,120 (572) 3,548 11 Prosigna customer relationships 2,430 (1,499) 931 2,430 (1,013) 1,417 1 nCounter Dx license 46,880 (9,636) 37,244 46,880 (6,511) 40,369 11 LymphMark product technology 990 (436) 554 990 (295) 695 4 Decipher product technology 90,000 (16,234) 73,766 90,000 (7,234) 82,766 8 Decipher trade names 4,000 (1,443) 2,557 4,000 (643) 3,357 3 HalioDx developed technology 39,724 (5,899) 33,825 45,640 (1,877) 43,763 9 HalioDx customer relationships 4,602 (1,144) 3,458 4,870 (352) 4,518 5 HalioDx customer backlog 6,528 (2,303) 4,225 6,908 (710) 6,198 2 Total finite lived intangibles 215,274 (47,708) 167,566 221,838 (26,407) 195,431 8.7 In-process research and development 7,300 — 7,300 7,300 — 7,300 Total intangible assets $ 222,574 $ (47,708) $ 174,866 $ 229,138 $ (26,407) $ 202,731 During the three months ended June 30, 2022, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with management’s decision to cease commercialization efforts related to the Company’s stand-alone Immunoscore Colon Dx commercial offering. As a result, the Company reviewed the long-lived assets for impairment and recorded a $3.3 million impairment charge associated with its HalioDx Immunoscore Colon Dx developed technology finite-lived intangible asset. The impairment is recorded within general and administrative expense Amortization of the finite-lived intangible assets is recognized on a straight-line basis. Amortization of $21.4 million, $16.0 million and $5.1 million was recognized for the years ended December 31, 2022, 2021, and 2020, respectively. The estimated future aggregate amortization expense as of December 31, 2022 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2023 $ 21,275 2024 21,234 2025 20,117 2026 18,282 2027 17,680 Thereafter 68,978 Total $ 167,566 Goodwill Goodwill was $695.9 million and $707.9 million as of December 31, 2022 and 2021, respectively. The changes in the carrying amounts of goodwill during the year ended December 31, 2022 were due to foreign currency translation of $13.1 million and measurement period adjustments. The Company has not recorded any impairment related to goodwill. Accrued Liabilities Accrued liabilities consisted of the following (in thousands of dollars): December 31, 2022 2021 Accrued compensation expense $ 30,637 $ 30,792 Accrued other 7,137 8,683 Total accrued liabilities $ 37,774 $ 39,475 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company records certain of its financial assets and liabilities at fair value. 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 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 fair value of the Company’s financial assets includes money market funds 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 $131.2 million and $159.2 million as of December 31, 2022 and 2021, respectively, and are Level I assets as described above. The deposits for the leases, included in restricted cash, was $0.7 million as of both December 31, 2022 and 2021 and are Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the years ended December 31, 2022, 2021, and 2020. On December 3, 2019, the Company acquired from NanoString the exclusive global diagnostics license to the nCounter Analysis System, the Prosigna breast cancer prognostic gene signature assay, and the LymphMark lymphoma subtyping assay. 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 first achievement or occurrence, by or on behalf of Veracyte, of the commercial launch of the first, second and third diagnostic tests for use on the nCounter multiplex analysis system. This contingency was valued at $6.1 million as of the acquisition date and is remeasured to fair value at each reporting date until the contingent consideration is settled. As of December 31, 2022 and 2021, this contingency was remeasured to $8.6 million and $8.4 million, respectively. with the corresponding changes included in general and administrative expense. For the years ended December 31, 2022, 2021, and 2020 expenses of $0.2 million, $0.8 million and $1.5 million, respectively, were recorded in general and administrative expense for the changes in carrying value. As of December 31, 2022, the achievement of two of the milestones is forecasted to occur within the next 12 months. As a result, $6.1 million of the contingent consideration is included in short term liabilities at December 31, 2022. The fair value of the contingent consideration 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 and estimating the Company's 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 borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of December 31, 2022 and 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input December 31, 2022 December 31, 2021 Discount rate 8.3% 5.9% Probability of achievement 80% - 100% (94%) 80% - 100% (94%) Short-Term Investments Held-to-Maturity The Company's short-term investments consist of U.S. treasury securities and time deposits with a bank with maturities at the time of purchase that were between 90 days and one year. The Company classifies these investments as held-to-maturity debt securities, which are reported at amortized cost, and are Level I assets as described above. As of December 31, 2022, short-term investments comprised U.S. treasury bills recorded at amortized cost of $24.6 million, with fair values of approximately $24.6 million. As of December 31, 2021, short-term investments comprised time deposits recorded at amortized cost of $4.0 million, with fair values of approximately $4.0 million. As of December 31, 2022 and 2021, gross unrealized gains on short-term investments were insignificant. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 3.9 years as of December 31, 2022. The Company had deposits of $0.7 million included in long-term assets as of both December 31, 2022 and 2021 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 ROU 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 ROU assets on the consolidated balance sheets. In connection with the acquisition of Decipher Biosciences in March 2021, 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 Business Combinations for more information on the acquisition of Decipher Biosciences. Future minimum lease payments under non-cancelable operating leases as of December 31, 2022 are as follows (in thousands of dollars): Year Ending December 31, Amounts 2023 $ 4,718 2024 4,446 2025 4,489 2026 1,403 2027 697 Thereafter 879 Total future minimum lease payments 16,632 Less: amount representing interest 1,914 Present value of future lease payments 14,718 Less: short-term lease liabilities 4,070 Long-term lease liabilities $ 10,648 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, 2022 2021 2020 Operating lease expense $ 4,392 $ 3,503 $ 1,889 Cash paid for amounts included in the measurement of lease liabilities $ 4,527 $ 3,650 $ 2,332 The company has leased laboratory equipment under various financing leases. As of December 31, 2022 and 2021, the total ROU assets and total financing lease liabilities for these financing leases were $0.4 million and $0.4 million and $0.7 million and $0.6 million, respectively, and are included in property and equipment, net other liabilities The Company’s wholly-owned foreign subsidiary has entered into an arrangement under which it expects to sign 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 $10.1 million at December 31, 2022. Contingencies |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Loan and Security Agreement On November 3, 2017, the Company entered into a loan and security agreement, or the Loan and Security Agreement, with Silicon Valley Bank. The Loan and Security Agreement allowed the Company to borrow up to $35.0 million, with a $25.0 million advance term loan, or the Term Loan Advance, and a revolving line of credit of up to $10.0 million, or 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. In October 2022, the Loan and Security Agreement matured, and the outstanding principal and final payment, totaling $1.2 million, was repaid in full. The Term Loan Advance bore interest at a variable rate equal to (i) the thirty-day U.S. London Interbank Offer Rate. or 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022. As of December 31, 2022 and 2021, the Company had reserved shares of common stock for issuance as follows: December 31, 2022 2021 Stock options and restricted stock units issued and outstanding 5,881,906 4,892,164 Stock options and restricted stock units available for grant under stock option plans 5,591,977 4,418,364 Common stock available for the Employee Stock Purchase Plan 1,335,353 1,490,130 Total 12,809,236 10,800,658 |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 5,591,977 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, or Initial 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 the Company's board of directors and who has served as a director for at least six months will be automatically granted RSUs, or Annual 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 February 2022, the value of the Initial RSUs was reduced to $500,000 and the value of the Annual RSUs was reduced to $250,000. 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, 2021 4,418,364 4,892,164 $ 19.87 6.16 $ 78,914 Additional shares authorized 2,844,924 — Granted - stock options (1,132,620) 1,132,620 25.81 Granted - restricted stock units (1,746,249) 1,746,249 Canceled 1,074,896 (1,074,896) 14.98 Exercised — (401,015) 10.46 Restricted stock units vested — (413,216) Tax portion of restricted stock units vested 132,662 — Balance—December 31, 2022 5,591,977 5,881,906 $ 21.10 6.30 $ 23,450 Options vested and exercisable—December 31, 2022 2,391,902 $ 16.29 4.84 $ 22,939 Options vested and expected to vest—December 31, 2022 3,541,604 $ 20.64 6.14 $ 23,359 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 $23.73 and $41.20 per share as of December 31, 2022 and 2021, respectively. The weighted average fair value of options to purchase common stock granted was $14.61, $23.45 and $12.97 for the years ended December 31, 2022, 2021 and 2020, respectively. The aggregate estimated grant date fair value of employee options to purchase common stock vested during the years ended December 31, 2022, 2021 and 2020 was $6.8 million, $7.8 million and $7.3 million, respectively. The intrinsic value of stock options exercised was $6.3 million, $24.0 million and $32.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. The weighted average fair value of RSUs granted was $24.37 and $46.41 for the years ended December 31, 2022, and 2021, respectively. The intrinsic value of RSUs vested was $9.6 million and $21.7 million for the years ended December 31, 2022 and 2021, respectively. Included in RSUs granted for 2022 and 2021 are PSUs with a grant date fair value for remaining participants of $2.2 million and $3.3 million, respectively, or the 2022 PSUs and 2021 PSUs. 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 2021 PSUs began in 2022 and ends in February 2024. As of December 31, 2022, the Company assessed the probability of the achievement of the performance conditions related to the 2021 PSUs was less than likely, and no expense was recognized in 2022. Any expense related to the 2021 PSUs will continue through 2023 based on the Company's assessment of the probability of the achievement of the 2021 PSUs performance conditions. The service period for the 2022 PSUs begins in 2023 and any expense related to the 2022 PSUs will begin in 2023 and will be based on the Company's assessment of the probability of the achievement of the 2022 PSUs performance conditions. 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, 2022, 1,335,353 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, 2022, 2021 and 2020, and are included in the consolidated statements of operations as follows (in thousands of dollars): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,053 $ 640 $ 369 Research and development 6,004 4,636 2,690 Selling and marketing 5,936 4,390 3,474 General and administrative 13,741 12,853 6,462 Total stock-based compensation expense $ 26,734 $ 22,519 $ 12,995 As of December 31, 2022, the Company had $57.4 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 2.7 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, and is determined using the Company's historical data. • Expected Volatility : The Company uses the historical volatility of 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, 2022 2021 2020 Weighted-average volatility 62.64 - 67.66% 56.83 - 60.48% 54.40 - 58.20% Weighted-average expected term (years) 5.26 - 5.27 5.05 - 5.25 5.24 - 5.42 Risk-free interest rate 1.72 - 4.21% 0.40 - 1.21% 0.24 - 0.92% 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, 2022 2021 2020 Weighted-average volatility 75.04 - 88.59% 62.03 - 80.70% 54.16 - 85.01% Weighted-average expected term (years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 Risk-free interest rate 0.47 - 2.96% 0.06 - 0.08% 0.11 - 1.56% Expected dividend yield — — — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company generated a pre-tax loss of $36.4 million, $81.6 million and $34.9 million in the United States for the years ended December 31, 2022, 2021 and 2020, 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, 2022, 2021 and 2020 (in thousands of dollars): Year Ended December, 31, 2022 2021 2020 United States $ (16,816) $ (68,707) $ (34,909) Foreign (19,611) (12,942) — Total $ (36,427) $ (81,649) $ (34,909) The Company recorded an income tax provision in 2022 of $0.1 million primarily due to foreign and state income taxes offset partially by reductions in deferred tax liabilities from acquired entities. 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 2021 year loss of HalioDx French entity. The Company recorded no provision for income taxes during the year ended December 31, 2020. The components of the provision (benefit) for income taxes are as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands of dollars): Year Ended December, 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 426 63 — Foreign 134 54 — Total current 560 117 — Deferred: Federal — (3,526) — State 118 (508) — Foreign (545) (2,169) — Total deferred (427) (6,203) — Total income tax provision (benefit) $ 133 $ (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, 2022 2021 2020 U.S. federal taxes at statutory rate $ (7,573) $ (17,146) $ (7,302) State tax (net of federal benefit) 720 (1,609) (1,794) Foreign rate differential 3,726 674 1 Non-deductible officers' compensation 729 3,055 1,443 Transaction costs — 2,255 — Permanent differences 79 59 131 Stock based compensation - excess benefit 1,874 (5,687) (4,881) Tax credits (936) (714) (588) Change in valuation allowance 1,514 13,027 12,990 Total $ 133 $ (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, 2022 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 126,225 $ 133,492 $ 68,113 Research and development credits 8,907 7,926 6,167 Section 174 capitalization 6,719 — — Stock-based compensation 4,080 3,760 2,696 NanoString intangibles and goodwill 1,447 1,244 908 Operating lease liability 3,622 4,327 2,826 Accruals and other 6,596 7,099 2,623 Gross deferred tax assets 157,596 157,848 83,333 Valuation allowance (125,378) (120,586) (78,650) Net deferred tax assets 32,218 37,262 4,683 Deferred tax liabilities: Property and equipment (235) (219) (334) Other acquired intangibles (29,457) (34,823) — In-process research and development (3,702) (3,892) (2,423) ROU assets (3,355) (3,920) (1,926) Gross deferred tax liabilities (36,749) (42,854) (4,683) Net deferred tax liabilities (36,749) (42,854) (4,683) Net deferred taxes $ (4,531) $ (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 $4.8 million, $41.9 million and $13.4 million during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the Company had net operating loss carryforwards of approximately $402.0 million, $78.8 million and $126.1 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 2031 while for state purposes, the net operating losses begin to expire in 2023. As of December 31, 2022, the Company had foreign net operating loss carryforwards of approximately $69.9 million and $44.2 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, 2022, the Company had net research and development credit carryforwards of approximately $6.7 million and $6.3 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, 2022, the Company had unrecognized tax benefits of $4.9 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, 2022 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, 2022 2021 2020 Unrecognized tax benefits, beginning of period $ 4,452 $ 3,563 $ 3,278 Gross increases—tax position in prior period — 515 — Gross decreases—tax position in prior period (31) — — Gross increases—current period tax position 467 374 285 Lapse of statute of limitations — — — Unrecognized tax benefits, end of period $ 4,888 $ 4,452 $ 3,563 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, 2022. The Company's major tax jurisdictions are the United States, France, Canada, and California. All of the Company's tax years will remain open for examination by the Federal and state tax authorities for three The Inflation Reduction Act of 2022 was signed into law August 16, 2022, and includes significant legislation addressing taxes, inflation, climate change and renewable energy incentives, and healthcare. Key tax provisions include a 15% corporate minimum tax, clean energy incentives, and a 1% excise tax on stock buybacks. The Company does not expect the provisions of such legislation to have any impact on the effective tax rate of the Company but will continue to evaluate the tax effects should any provisions become applicable to the Company. Changes to Internal Revenue Code Section 174 under the 2017 Tax Cuts and Jobs Act went into effect during 2022. The revised code no longer permits a deduction for research and development expenditures in the tax year that such costs are incurred. Instead, such costs must be capitalized and amortized over five or 15 years for U.S. and foreign costs, respectively. The Company capitalized such costs in its 2022 income tax provision, resulting in an increase in deferred tax assets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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 $1.4 million, $1.3 million and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively. Pension plan |
Components of Other Income, net
Components of Other Income, net | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 French research tax credits $ 2,423 $ 1,535 $ — Interest and dividend income 1,972 135 594 Interest expense (198) (241) (229) Gain (loss) on currency revaluation 197 (1,081) 56 Other 260 (94) 59 Total $ 4,654 $ 254 $ 480 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, or 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; the recoverability of long-lived assets; the incremental borrowing rates for leases; accounting for acquisitions; the estimation of the fair value of intangible assets and contingent consideration; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; credit related losses on investments; and 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 recorded 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, which 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, revenue, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing its 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 kits and test reagents, and the nCounter Analysis system and related diagnostic kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company's requirements on a timely basis, the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results. Through December 31, 2022, the Company has derived most of its revenue from the sale of Decipher and Afirma testing. To date, Decipher and Afirma testing have been delivered primarily to physicians in the United States. 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, 2022. |
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. |
Short-Term Investments | Short-Term Investments |
Acquisitions | AcquisitionsThe 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 the Company's 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. |
Supplies and Inventory | Supplies and Inventory Supplies consists of materials and reagents consumed in the performance of testing services. Inventory consists of raw materials consumed in the contract manufacturing process as well as finished and semi-finished components used in the assembly of diagnostic kits related to product sales. Inventory is stated at the lower of cost or net realizable value on a weighted average basis. The Company periodically analyzes supply and inventory levels and expiration dates, and writes down supply or inventory that has become obsolete, that has a cost basis in excess of its net realizable value, or in excess of expected sales requirements as cost of revenue. The Company records an allowance for excess or obsolete supplies and inventory using an estimate based on historical trends and evaluation of near-term expirations. |
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 |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in right-of-use assets - operating leases and operating lease liabilities in the consolidated balance sheets, representing the right to use an underlying asset for the lease term and the obligation to make lease payments arising from the lease. Right-of-use, or ROU, assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. The Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments. The ROU assets also includes any lease payments made and is adjusted for lease incentives. Lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease terms. Lease and non-lease components are accounted for as a single lease component. Financing leases are immaterial and are included in property and equipment, net and other liabilities in the consolidated balance sheets. Leases with terms of 12 months or less are not recorded on our balance sheet. |
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. |
Indefinite-lived Intangible Assets | Indefinite-lived Intangible AssetsIndefinite-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. |
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. |
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. The Company has changed its revenue estimates due to actual and anticipated cash collections for tests delivered in prior years and recognized immaterial changes in revenue, loss from operations and basic and diluted net loss per share for the years ended December 31, 2022, 2021 and 2020. Product Revenue The Company's products consist of the Prosigna breast cancer assay, the nCounter Analysis System and related diagnostic kits. Product revenue from diagnostic kits is generally recognized upon shipment. Product revenue from instruments is generally recognized when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from customers and remitted to governmental authorities. Biopharmaceutical and Other Revenue The Company enters into arrangements for biopharmaceutical research and development, commercialization, contract manufacturing and development, and 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, biopharmaceutical 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 revenue or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if the obligation 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 revenue and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenue 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 $9.3 million and $11.6 million at December 31, 2022 and 2021, respectively. There was $2.6 million and $5.0 million of deferred revenue related to these agreements at December 31, 2022 and 2021, respectively. Revenue included in biopharmaceutical and other revenue for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands of dollars): Year Ended December 31, 2022 2021 2020 Biopharmaceutical revenue $ 26,341 $ 12,613 $ 5,668 Contract manufacturing and testing 7,019 3,255 — Collaboration milestones — 4,000 — Total $ 33,360 $ 19,868 $ 5,668 Cost of Testing Revenue The components of the Company's cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation, 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 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, and the Company's internal labor expenses. In addition, cost of product includes royalty costs for licensed technologies included in the Company's products. 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 biopharmaceutical 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 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, PSUs and shares subject to purchase under the |
French Research Tax Credits | French Research Tax CreditsThe French research tax credits (crédit d’impôt recherche or CIR) are 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. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s foreign subsidiary, Veracyte SAS, 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. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive loss includes our net loss and gains and losses from the foreign currency translation of the assets and liabilities of our foreign subsidiaries. |
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, 2022 2021 2020 United States $ 262,923 $ 200,982 $ 109,614 International 33,613 18,532 7,869 Total revenue $ 296,536 $ 219,514 $ 117,483 Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2022 and 2021. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 total revenue and their related revenue as a percentage of total revenue were as follows: Year Ended December 31, 2022 2021 2020 Medicare 31 % 30 % 24 % UnitedHealthcare 10 % 10 % 11 % 41 % 40 % 35 % The Company's significant third-party payers 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, 2022 2021 Medicare 14 % 12 % UnitedHealthcare 10 % 9 % |
Schedule of Revenue | Revenue included in biopharmaceutical and other revenue for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands of dollars): Year Ended December 31, 2022 2021 2020 Biopharmaceutical revenue $ 26,341 $ 12,613 $ 5,668 Contract manufacturing and testing 7,019 3,255 — Collaboration milestones — 4,000 — Total $ 33,360 $ 19,868 $ 5,668 Revenue by geographic region based on the customer billing address was as follows (in thousands): Year Ended December 31, 2022 2021 2020 United States $ 262,923 $ 200,982 $ 109,614 International 33,613 18,532 7,869 Total revenue $ 296,536 $ 219,514 $ 117,483 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 because their inclusion would be anti-dilutive: Year Ended December 31, 2022 2021 2020 Shares of common stock subject to outstanding options 3,923,882 3,754,807 4,564,777 Employee stock purchase plan 42,733 21,158 21,006 Restricted stock units 2,003,509 1,106,938 913,562 Total common stock equivalents 5,970,124 4,882,903 5,499,345 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following (in thousands of dollars): December 31, 2022 2021 Leasehold improvements $ 9,740 $ 8,607 Laboratory equipment 21,159 17,533 Computer equipment 2,245 2,311 Software, including software developed for internal use 6,647 4,627 Furniture and fixtures 3,306 2,502 Construction-in-process 587 999 Total property and equipment, at cost 43,684 36,579 Accumulated depreciation (25,982) (21,481) Total property and equipment, net $ 17,702 $ 15,098 |
Schedule of Intangible Assets | Intangible assets include finite-lived product technology, customer relationships, licenses and trade names and indefinite-lived in-process research and development. Intangible assets consisted of the following (in thousands of dollars): December 31, 2022 December 31, 2021 Weighted Average Remaining Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Percepta product technology $ 16,000 $ (8,267) $ 7,733 $ 16,000 $ (7,200) $ 8,800 7 Prosigna product technology 4,120 (847) 3,273 4,120 (572) 3,548 11 Prosigna customer relationships 2,430 (1,499) 931 2,430 (1,013) 1,417 1 nCounter Dx license 46,880 (9,636) 37,244 46,880 (6,511) 40,369 11 LymphMark product technology 990 (436) 554 990 (295) 695 4 Decipher product technology 90,000 (16,234) 73,766 90,000 (7,234) 82,766 8 Decipher trade names 4,000 (1,443) 2,557 4,000 (643) 3,357 3 HalioDx developed technology 39,724 (5,899) 33,825 45,640 (1,877) 43,763 9 HalioDx customer relationships 4,602 (1,144) 3,458 4,870 (352) 4,518 5 HalioDx customer backlog 6,528 (2,303) 4,225 6,908 (710) 6,198 2 Total finite lived intangibles 215,274 (47,708) 167,566 221,838 (26,407) 195,431 8.7 In-process research and development 7,300 — 7,300 7,300 — 7,300 Total intangible assets $ 222,574 $ (47,708) $ 174,866 $ 229,138 $ (26,407) $ 202,731 |
Schedule of Future Aggregate Amortization Expense | The estimated future aggregate amortization expense as of December 31, 2022 is as follows (in thousands of dollars): Year Ending December 31, Amounts 2023 $ 21,275 2024 21,234 2025 20,117 2026 18,282 2027 17,680 Thereafter 68,978 Total $ 167,566 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands of dollars): December 31, 2022 2021 Accrued compensation expense $ 30,637 $ 30,792 Accrued other 7,137 8,683 Total accrued liabilities $ 37,774 $ 39,475 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | As of December 31, 2022 and 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs: Value or Range (Weighted-Average) Unobservable input December 31, 2022 December 31, 2021 Discount rate 8.3% 5.9% Probability of achievement 80% - 100% (94%) 80% - 100% (94%) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 are as follows (in thousands of dollars): Year Ending December 31, Amounts 2023 $ 4,718 2024 4,446 2025 4,489 2026 1,403 2027 697 Thereafter 879 Total future minimum lease payments 16,632 Less: amount representing interest 1,914 Present value of future lease payments 14,718 Less: short-term lease liabilities 4,070 Long-term lease liabilities $ 10,648 |
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, 2022 2021 2020 Operating lease expense $ 4,392 $ 3,503 $ 1,889 Cash paid for amounts included in the measurement of lease liabilities $ 4,527 $ 3,650 $ 2,332 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Reserved Shares of Common Stock for Issuance | As of December 31, 2022 and 2021, the Company had reserved shares of common stock for issuance as follows: December 31, 2022 2021 Stock options and restricted stock units issued and outstanding 5,881,906 4,892,164 Stock options and restricted stock units available for grant under stock option plans 5,591,977 4,418,364 Common stock available for the Employee Stock Purchase Plan 1,335,353 1,490,130 Total 12,809,236 10,800,658 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 4,418,364 4,892,164 $ 19.87 6.16 $ 78,914 Additional shares authorized 2,844,924 — Granted - stock options (1,132,620) 1,132,620 25.81 Granted - restricted stock units (1,746,249) 1,746,249 Canceled 1,074,896 (1,074,896) 14.98 Exercised — (401,015) 10.46 Restricted stock units vested — (413,216) Tax portion of restricted stock units vested 132,662 — Balance—December 31, 2022 5,591,977 5,881,906 $ 21.10 6.30 $ 23,450 Options vested and exercisable—December 31, 2022 2,391,902 $ 16.29 4.84 $ 22,939 Options vested and expected to vest—December 31, 2022 3,541,604 $ 20.64 6.14 $ 23,359 |
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, 2022, 2021 and 2020, and are included in the consolidated statements of operations as follows (in thousands of dollars): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 1,053 $ 640 $ 369 Research and development 6,004 4,636 2,690 Selling and marketing 5,936 4,390 3,474 General and administrative 13,741 12,853 6,462 Total stock-based compensation expense $ 26,734 $ 22,519 $ 12,995 |
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, 2022 2021 2020 Weighted-average volatility 62.64 - 67.66% 56.83 - 60.48% 54.40 - 58.20% Weighted-average expected term (years) 5.26 - 5.27 5.05 - 5.25 5.24 - 5.42 Risk-free interest rate 1.72 - 4.21% 0.40 - 1.21% 0.24 - 0.92% 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, 2022 2021 2020 Weighted-average volatility 75.04 - 88.59% 62.03 - 80.70% 54.16 - 85.01% Weighted-average expected term (years) 0.50 - 1.00 0.50 - 1.00 0.50 - 1.00 Risk-free interest rate 0.47 - 2.96% 0.06 - 0.08% 0.11 - 1.56% Expected dividend yield — — — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, 2021 and 2020 (in thousands of dollars): Year Ended December, 31, 2022 2021 2020 United States $ (16,816) $ (68,707) $ (34,909) Foreign (19,611) (12,942) — Total $ (36,427) $ (81,649) $ (34,909) |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision (benefit) for income taxes are as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands of dollars): Year Ended December, 31, 2022 2021 2020 Current: Federal $ — $ — $ — State 426 63 — Foreign 134 54 — Total current 560 117 — Deferred: Federal — (3,526) — State 118 (508) — Foreign (545) (2,169) — Total deferred (427) (6,203) — Total income tax provision (benefit) $ 133 $ (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, 2022 2021 2020 U.S. federal taxes at statutory rate $ (7,573) $ (17,146) $ (7,302) State tax (net of federal benefit) 720 (1,609) (1,794) Foreign rate differential 3,726 674 1 Non-deductible officers' compensation 729 3,055 1,443 Transaction costs — 2,255 — Permanent differences 79 59 131 Stock based compensation - excess benefit 1,874 (5,687) (4,881) Tax credits (936) (714) (588) Change in valuation allowance 1,514 13,027 12,990 Total $ 133 $ (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, 2022 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 126,225 $ 133,492 $ 68,113 Research and development credits 8,907 7,926 6,167 Section 174 capitalization 6,719 — — Stock-based compensation 4,080 3,760 2,696 NanoString intangibles and goodwill 1,447 1,244 908 Operating lease liability 3,622 4,327 2,826 Accruals and other 6,596 7,099 2,623 Gross deferred tax assets 157,596 157,848 83,333 Valuation allowance (125,378) (120,586) (78,650) Net deferred tax assets 32,218 37,262 4,683 Deferred tax liabilities: Property and equipment (235) (219) (334) Other acquired intangibles (29,457) (34,823) — In-process research and development (3,702) (3,892) (2,423) ROU assets (3,355) (3,920) (1,926) Gross deferred tax liabilities (36,749) (42,854) (4,683) Net deferred tax liabilities (36,749) (42,854) (4,683) Net deferred taxes $ (4,531) $ (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, 2022 2021 2020 Unrecognized tax benefits, beginning of period $ 4,452 $ 3,563 $ 3,278 Gross increases—tax position in prior period — 515 — Gross decreases—tax position in prior period (31) — — Gross increases—current period tax position 467 374 285 Lapse of statute of limitations — — — Unrecognized tax benefits, end of period $ 4,888 $ 4,452 $ 3,563 |
Components of Other Income, n_2
Components of Other Income, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 2021 2020 French research tax credits $ 2,423 $ 1,535 $ — Interest and dividend income 1,972 135 594 Interest expense (198) (241) (229) Gain (loss) on currency revaluation 197 (1,081) 56 Other 260 (94) 59 Total $ 4,654 $ 254 $ 480 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 28, 2021 | Aug. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Accounting Policies [Line Items] | |||||||
Prepaid expenses and other current assets | $ (11,469,000) | $ (13,255,000) | |||||
Short-term investments | 24,605,000 | 3,964,000 | |||||
Accumulated deficit | 393,717,000 | 357,157,000 | |||||
Cash and cash equivalents and short-term investments | 178,900,000 | ||||||
Number of shares issued in transaction (in shares) | 8,547,297 | 6,900,000 | |||||
Proceeds from issuance of common stock | $ 593,800,000 | $ 193,800,000 | |||||
Payments of stock issuance costs | $ 38,700,000 | $ 13,200,000 | |||||
Short-term investments, allowance for expected credit losses | 0 | 0 | |||||
Long term deposits | $ 603,000 | 749,000 | 749,000 | $ 603,000 | |||
Investment in MAVIDx | $ 1,000,000 | ||||||
Impairment loss | $ 1,000,000 | $ 3,318,000 | 0 | 1,000,000 | |||
Finite-lived intangible assets useful lives | 8 years 8 months 12 days | ||||||
Impairment of finite-lived intangible assets | $ 3,300,000 | 0 | 0 | ||||
Impairment of indefinite-lived intangible assets | 0 | 0 | 0 | ||||
Impairment of goodwill | 0 | 0 | $ 0 | ||||
Accounts receivable | 44,021,000 | 41,461,000 | |||||
Research Tax Credit Carryforward | French | Prepaids and Other Current Assets | |||||||
Accounting Policies [Line Items] | |||||||
Tax credit carryforward | 4,800,000 | ||||||
Research Tax Credit Carryforward | French | Other Assets | |||||||
Accounting Policies [Line Items] | |||||||
Tax credit carryforward | 3,500,000 | ||||||
Biopharmaceutical and other revenue | |||||||
Accounting Policies [Line Items] | |||||||
Accounts receivable | 9,300,000 | 11,600,000 | |||||
Deferred revenue | $ 2,600,000 | 5,000,000 | |||||
Minimum | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful lives | 3 years | ||||||
Finite-lived intangible assets useful lives | 4 years | ||||||
Maximum | |||||||
Accounting Policies [Line Items] | |||||||
Property and equipment useful lives | 5 years | ||||||
Finite-lived intangible assets useful lives | 15 years | ||||||
Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Shares issued, price per share (in USD per share) | $ 74 | $ 30 | |||||
Over-Allotment Option | |||||||
Accounting Policies [Line Items] | |||||||
Number of shares issued in transaction (in shares) | 1,114,864 | 900,000 | |||||
Revision of Prior Period, Reclassification, Adjustment | |||||||
Accounting Policies [Line Items] | |||||||
Prepaid expenses and other current assets | 4,000,000 | ||||||
Short-term investments | $ 4,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Third-party Payers And Other Customers (Details) - Customer Concentration Risk | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer Benchmark | Medicare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 31% | 30% | 24% |
Revenue from Contract with Customer Benchmark | UnitedHealthcare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10% | 10% | 11% |
Revenue from Contract with Customer Benchmark | Customers Representing >10% Of Total Revenue | |||
Concentration Risk [Line Items] | |||
Concentration risk | 41% | 40% | 35% |
Accounts Receivable | Medicare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 14% | 12% | |
Accounts Receivable | UnitedHealthcare | |||
Concentration Risk [Line Items] | |||
Concentration risk | 10% | 9% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 296,536 | $ 219,514 | $ 117,483 |
Biopharmaceutical revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 26,341 | 12,613 | 5,668 |
Contract manufacturing and testing | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 7,019 | 3,255 | 0 |
Collaboration milestones | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 0 | 4,000 | 0 |
Biopharmaceutical and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 33,360 | $ 19,868 | $ 5,668 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 296,536 | $ 219,514 | $ 117,483 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 262,923 | 200,982 | 109,614 |
International | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 33,613 | $ 18,532 | $ 7,869 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 5,970,124 | 4,882,903 | 5,499,345 |
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) | 3,923,882 | 3,754,807 | 4,564,777 |
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) | 42,733 | 21,158 | 21,006 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares of common stock subject to outstanding options (in shares) | 2,003,509 | 1,106,938 | 913,562 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) shares in Millions, $ in Millions | 17 Months Ended | ||
Aug. 02, 2021 | Mar. 12, 2021 | Dec. 31, 2022 | |
HalioDx SAS | |||
Business Acquisition [Line Items] | |||
Equity interest acquired | 100% | ||
HalioDx | |||
Business Acquisition [Line Items] | |||
Considerations paid in acquisition | $ 319.6 | ||
Value of shares transferred in acquisition | $ 147.1 | ||
Shares transferred in acquisition (in shares) | 3.3 | ||
Incurred liabilities in acquisition | $ 4.2 | ||
Measurement period adjustments, increase to goodwill | $ 0.2 | ||
Decipher Biosciences | |||
Business Acquisition [Line Items] | |||
Equity interest acquired | 100% | ||
Considerations paid in acquisition | $ 594.7 | ||
Decipher Biosciences | Dr. Tina S. Nova, Ph.D. | |||
Business Acquisition [Line Items] | |||
Payments to board of directors members | 26.5 | ||
Decipher Biosciences | Dr. Robert S. Epstein, M.D., M.S. | |||
Business Acquisition [Line Items] | |||
Payments to board of directors members | $ 1.4 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Lab supplies and reagents consumed | $ 10,200,000 | $ 8,200,000 | |
Raw materials and finished diagnostic kits | 4,100,000 | 3,000,000 | |
Depreciation and amortization expense | 4,600,000 | 3,600,000 | $ 2,800,000 |
Impairment of intangible assets | $ 3,300,000 | 0 | 0 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | General and administrative | ||
Intangible asset amortization | $ 21,354,000 | 15,981,000 | 5,095,000 |
Goodwill | 695,891,000 | 707,904,000 | |
Goodwill foreign currency translation | 13,100,000 | ||
Impairment of goodwill | 0 | $ 0 | $ 0 |
HalioDx developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 3,300,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 43,684 | $ 36,579 |
Accumulated depreciation | (25,982) | (21,481) |
Total property and equipment, net | 17,702 | 15,098 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 9,740 | 8,607 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 21,159 | 17,533 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 2,245 | 2,311 |
Software, including software developed for internal use | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 6,647 | 4,627 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | 3,306 | 2,502 |
Construction-in-process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment, at cost | $ 587 | $ 999 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 215,274 | $ 221,838 |
Accumulated Amortization | (47,708) | (26,407) |
Net Carrying Amount | 167,566 | 195,431 |
Indefinite-lived intangible assets | 7,300 | 7,300 |
Total intangible assets | 222,574 | 229,138 |
Intangible assets, net | $ 174,866 | 202,731 |
Weighted Average Remaining Amortization Period (Years) | 8 years 8 months 12 days | |
Percepta product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 16,000 | 16,000 |
Accumulated Amortization | (8,267) | (7,200) |
Net Carrying Amount | $ 7,733 | 8,800 |
Weighted Average Remaining Amortization Period (Years) | 7 years | |
Prosigna product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,120 | 4,120 |
Accumulated Amortization | (847) | (572) |
Net Carrying Amount | $ 3,273 | 3,548 |
Weighted Average Remaining Amortization Period (Years) | 11 years | |
Prosigna customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 2,430 | 2,430 |
Accumulated Amortization | (1,499) | (1,013) |
Net Carrying Amount | $ 931 | 1,417 |
Weighted Average Remaining Amortization Period (Years) | 1 year | |
nCounter Dx license | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 46,880 | 46,880 |
Accumulated Amortization | (9,636) | (6,511) |
Net Carrying Amount | $ 37,244 | 40,369 |
Weighted Average Remaining Amortization Period (Years) | 11 years | |
LymphMark product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 990 | 990 |
Accumulated Amortization | (436) | (295) |
Net Carrying Amount | $ 554 | 695 |
Weighted Average Remaining Amortization Period (Years) | 4 years | |
Decipher product technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 90,000 | 90,000 |
Accumulated Amortization | (16,234) | (7,234) |
Net Carrying Amount | $ 73,766 | 82,766 |
Weighted Average Remaining Amortization Period (Years) | 8 years | |
Decipher trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,000 | 4,000 |
Accumulated Amortization | (1,443) | (643) |
Net Carrying Amount | $ 2,557 | 3,357 |
Weighted Average Remaining Amortization Period (Years) | 3 years | |
HalioDx developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 39,724 | 45,640 |
Accumulated Amortization | (5,899) | (1,877) |
Net Carrying Amount | $ 33,825 | 43,763 |
Weighted Average Remaining Amortization Period (Years) | 9 years | |
HalioDx customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 4,602 | 4,870 |
Accumulated Amortization | (1,144) | (352) |
Net Carrying Amount | $ 3,458 | 4,518 |
Weighted Average Remaining Amortization Period (Years) | 5 years | |
HalioDx customer backlog | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 6,528 | 6,908 |
Accumulated Amortization | (2,303) | (710) |
Net Carrying Amount | $ 4,225 | $ 6,198 |
Weighted Average Remaining Amortization Period (Years) | 2 years |
Balance Sheet Components - Sc_3
Balance Sheet Components - Schedule of Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
2023 | $ 21,275 | |
2024 | 21,234 | |
2025 | 20,117 | |
2026 | 18,282 | |
2027 | 17,680 | |
Thereafter | 68,978 | |
Net Carrying Amount | $ 167,566 | $ 195,431 |
Balance Sheet Components - Sc_4
Balance Sheet Components - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued compensation expense | $ 30,637 | $ 30,792 |
Accrued other | 7,137 | 8,683 |
Total accrued liabilities | $ 37,774 | $ 39,475 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 03, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Acquisition-related contingent consideration, net of current portion | $ 2,498 | $ 5,722 | ||
Short term contingent considerations | 6,060 | 2,682 | ||
Short-term investments | 24,605 | 3,964 | ||
Short-term investments, fair value | 24,600 | 4,000 | ||
NanoString | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash paid in acquisition | $ 40,000 | |||
Additional cash to be paid | 10,000 | |||
Acquisition-related contingent consideration, net of current portion | 6,100 | 8,600 | 8,400 | |
Contingent consideration, changes in fair value | 200 | 800 | $ 1,500 | |
Short term contingent considerations | 6,100 | |||
NanoString | Common Stock | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Value of shares transferred in acquisition | $ 10,000 | |||
Offices And Laboratory Facilities in California, Texas, Virginia and France | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Security deposit | 700 | 700 | ||
Money Market Funds | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents | $ 131,200 | $ 159,200 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurement Input (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Discount rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.083 | 0.059 |
Probability of achievement | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.80 | 0.80 |
Probability of achievement | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 1 | 1 |
Probability of achievement | Weighted Average | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.94 | 0.94 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 12, 2021 |
Operating Leased Assets [Line Items] | |||
Discount rate | 6.40% | ||
Finance right-of-use assets | $ 0.4 | $ 0.7 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net | |
Finance lease liabilities | $ 0.4 | $ 0.6 | |
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities | |
Purchase obligation | $ 10.1 | ||
Decipher Biosciences | Off-Market Favorable Lease | |||
Operating Leased Assets [Line Items] | |||
Right-of-use assets, operating lease | $ 1.8 | ||
Offices And Laboratory Facilities in California, Texas, Virginia and France | |||
Operating Leased Assets [Line Items] | |||
Weighted average remaining lease term | 3 years 10 months 24 days | ||
Facilities in Marseille, France | |||
Operating Leased Assets [Line Items] | |||
Term of lease | 12 years | ||
Annual rent | $ 1.4 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2023 | $ 4,718 | |
2024 | 4,446 | |
2025 | 4,489 | |
2026 | 1,403 | |
2027 | 697 | |
Thereafter | 879 | |
Total future minimum lease payments | 16,632 | |
Less: amount representing interest | 1,914 | |
Present value of future lease payments | 14,718 | |
Less: short-term lease liabilities | 4,070 | $ 3,630 |
Long-term lease liabilities | $ 10,648 | $ 14,096 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease expense | $ 4,392 | $ 3,503 | $ 1,889 |
Cash paid for amounts included in the measurement of lease liabilities | $ 4,527 | $ 3,650 | $ 2,332 |
Debt (Details)
Debt (Details) - Silicon Valley Bank - USD ($) | 1 Months Ended | ||
Nov. 03, 2017 | Oct. 31, 2022 | Dec. 31, 2021 | |
Line of credit | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 35,000,000 | ||
Debt repayment | $ 1,200,000 | ||
Line of credit | 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 | Secured Debt | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 4.20% | ||
Line of credit | Secured Debt | London Interbank Offered Rate (LIBOR) | Minimum | |||
Line of Credit Facility [Line Items] | |||
Interest rate, stated percentage | 5.43% | ||
Line of credit | Revolving credit facility | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | ||
Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 3.50% | ||
Line of credit | Revolving credit facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Line of Credit Facility [Line Items] | |||
Interest rate, stated percentage | 4.70% | ||
Term Loan Advance | |||
Line of Credit Facility [Line Items] | |||
Long-term debt balance outstanding | $ 1 | ||
Accreted balance of end-of-term debt obligation | $ 1,000,000 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 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 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Reserved Shares of Common Stock for Issuance (Details) - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 5,881,906 | 4,892,164 |
Total number of shares reserved for issuance (in shares) | 12,809,236 | 10,800,658 |
Shares of common stock subject to outstanding options | ||
Class of Stock [Line Items] | ||
Options issued and outstanding (in shares) | 5,881,906 | 4,892,164 |
Shares available for issuance (in shares) | 5,591,977 | 4,418,364 |
Employee stock purchase plan | ||
Class of Stock [Line Items] | ||
Shares available for issuance (in shares) | 1,335,353 | 1,490,130 |
Stock Incentive Plans - Narrati
Stock Incentive Plans - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 29, 2008 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | 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) | $ 14.61 | $ 23.45 | $ 12.97 | |||
Intrinsic value of stock options exercised | $ 6,300,000 | $ 24,000,000 | $ 32,900,000 | |||
Weighted average grant date fair value (in USD per share) | $ 24.37 | $ 46.41 | ||||
Options vested and expected to vest at the end of the period | $ 23,359,000 | |||||
Share-based compensation expense | $ 26,734,000 | $ 22,519,000 | 12,995,000 | |||
Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share price (in USD per share) | $ 23.73 | $ 41.20 | ||||
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 | $ 6,800,000 | $ 7,800,000 | $ 7,300,000 | |||
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 | 9,600,000 | 21,700,000 | ||||
Phantom Share Units (PSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of awards granted | 2,200,000 | $ 3,300,000 | ||||
Share-based compensation expense | $ 0 | |||||
Employee stock purchase plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for issuance (in shares) | 1,335,353 | 1,490,130 | ||||
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% | 0% | 0% | |||
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% | |||||
Stock-based Compensation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 57,400,000 | |||||
Period over which unrecognized compensation expense expected to be recognized | 2 years 8 months 12 days | |||||
Stock-based Compensation, non-employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected dividend yield | 0% | |||||
2008 Plan | ISO | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Voting power of person owning stock | 10% | |||||
Option price as a percentage of estimated fair value of shares to person owning more than 10% of voting power stock | 110% | |||||
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% | |||||
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% | |||||
2013 Plan | ISO | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Term of options granted | 10 years | |||||
Minimum purchase price as a percentage of fair market value | 100% | |||||
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% | |||||
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 | $ 500,000 | ||||
Minimum requirement for serving in position to receive awards | 6 months | |||||
Value of grants to non-employee directors | $ 300,000 | $ 250,000 | ||||
2013 Plan | Restricted stock units | Share-based compensation award, tranche one | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting of awards granted (in shares) | 200,000 | |||||
Vesting period of awards granted | 1 year | |||||
2013 Plan | Restricted stock units | Share-based compensation award, tranche two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting of awards granted (in shares) | 200,000 | |||||
Vesting period of awards granted | 2 years | |||||
2013 Plan | Restricted stock units | Share-based compensation award, tranche three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting of awards granted (in shares) | 200,000 | |||||
Vesting period of awards granted | 3 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Activity Under Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Available for Grant | ||
Additional shares authorized (in shares) | 2,844,924 | |
Canceled (in shares) | 1,074,896 | |
Stock Options Outstanding and Unvested Restricted Stock Units | ||
Balance at beginning of the period (in shares) | 4,892,164 | |
Canceled (in shares) | (1,074,896) | |
Exercised (in shares) | (401,015) | |
Balance at the end of the period (in shares) | 5,881,906 | 4,892,164 |
Options vested and exercisable at the end of the period (in shares) | 2,391,902 | |
Options vested and expected to vest at the end of the period (in shares) | 3,541,604 | |
Weighted Average Exercise Price of Stock Options | ||
Balance at beginning of the period (in USD per share) | $ 19.87 | |
Canceled (in USD per share) | 14.98 | |
Exercised (in USD per share) | 10.46 | |
Balance at the end of the period (in USD per share) | 21.10 | $ 19.87 |
Options vested and exercisable at the end of the period (in USD per share) | 16.29 | |
Options vested and expected to vest at the end of the period (in USD per share) | $ 20.64 | |
Weighted Average Remaining Contractual Life of Stock Options (Years) | ||
Remaining contractual life of stock options at beginning and end of period | 6 years 3 months 18 days | 6 years 1 month 28 days |
Options vested and exercisable at the end of the period | 4 years 10 months 2 days | |
Options vested and expected to vest at the end of the period | 6 years 1 month 20 days | |
Aggregate Intrinsic Value of Stock Options | ||
Balance at beginning of period | $ 78,914 | |
Balance at end of period | 23,450 | $ 78,914 |
Options vested and exercisable at the end of the period | 22,939 | |
Options vested and expected to vest at the end of the period | $ 23,359 | |
Employee stock options | ||
Shares Available for Grant | ||
Granted (in shares) | (1,132,620) | |
Stock Options Outstanding and Unvested Restricted Stock Units | ||
Granted (in shares) | 1,132,620 | |
Weighted Average Exercise Price of Stock Options | ||
Granted (in USD per share) | $ 25.81 | |
Restricted stock units | ||
Shares Available for Grant | ||
Granted (in shares) | (1,746,249) | |
Tax portion of restricted stock units vested (in shares) | 132,662 | |
Stock Options Outstanding and Unvested Restricted Stock Units | ||
Granted (in shares) | 1,746,249 | |
Vested (in shares) | (413,216) | |
Aggregate Intrinsic Value of Stock Options | ||
Options vested and expected to vest at the end of the period | $ 9,600 | $ 21,700 |
Shares of common stock subject to outstanding options | ||
Shares Available for Grant | ||
Balance at the beginning of the period (in shares) | 4,418,364 | |
Balance at the end of the period (in shares) | 5,591,977 | 4,418,364 |
Stock Options Outstanding and Unvested Restricted Stock Units | ||
Balance at beginning of the period (in shares) | 4,892,164 | |
Balance at the end of the period (in shares) | 5,881,906 | 4,892,164 |
Stock Incentive Plans - Sched_2
Stock Incentive Plans - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 26,734 | $ 22,519 | $ 12,995 |
Cost of revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 1,053 | 640 | 369 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 6,004 | 4,636 | 2,690 |
Selling and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | 5,936 | 4,390 | 3,474 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation expense | $ 13,741 | $ 12,853 | $ 6,462 |
Stock Incentive Plans - Sched_3
Stock Incentive Plans - Schedule of Assumptions to Calculate Stock Options Using the Black-Scholes Model (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average minimum volatility | 62.64% | 56.83% | 54.40% |
Weighted-average maximum volatility | 67.66% | 60.48% | 58.20% |
Risk-free minimum interest rate | 1.72% | 0.40% | 0.24% |
Risk-free maximum interest rate | 4.21% | 1.21% | 0.92% |
Expected dividend yield | 0% | 0% | 0% |
Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average minimum volatility | 75.04% | 62.03% | 54.16% |
Weighted-average maximum volatility | 88.59% | 80.70% | 85.01% |
Risk-free minimum interest rate | 0.47% | 0.06% | 0.11% |
Risk-free maximum interest rate | 2.96% | 0.08% | 1.56% |
Expected dividend yield | 0% | 0% | 0% |
Minimum | Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term | 5 years 3 months 3 days | 5 years 18 days | 5 years 2 months 26 days |
Minimum | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term | 6 months | 6 months | 6 months |
Maximum | Stock-based Compensation, employees | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term | 5 years 3 months 7 days | 5 years 3 months | 5 years 5 months 1 day |
Maximum | Employee stock purchase plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average expected term | 1 year | 1 year | 1 year |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Pre-tax loss | $ (36,427,000) | $ (81,649,000) | $ (34,909,000) | |
Income tax expense (benefit) | 133,000 | (6,086,000) | 0 | |
Valuation allowance against deferred tax assets | 4,800,000 | 41,900,000 | 13,400,000 | |
Unrecognized tax benefits | 4,888,000 | $ 4,452,000 | $ 3,563,000 | $ 3,278,000 |
Unrecognized tax benefits which would affect effective tax rate if recognized | 0 | |||
Interest expense or penalties related to unrecognized tax benefits | 0 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 402,000,000 | |||
Tax credit carryforward | $ 6,700,000 | |||
Income tax examination period | 3 years | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit carryforward | $ 6,300,000 | |||
Income tax examination period | 4 years | |||
State | California | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | $ 78,800,000 | |||
State | Other state income tax purposes | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 126,100,000 | |||
Foreign | Canadian | ||||
Operating Loss Carryforwards [Line Items] | ||||
Net operating loss carryforwards | 69,900,000 | |||
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 | $ 44,200,000 |
Income Taxes - Schedule of Pre-
Income Taxes - Schedule of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (16,816) | $ (68,707) | $ (34,909) |
Foreign | (19,611) | (12,942) | 0 |
Loss before income tax benefit | $ (36,427) | $ (81,649) | $ (34,909) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Benefits for Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 426,000 | 63,000 | 0 |
Foreign | 134,000 | 54,000 | 0 |
Total current | 560,000 | 117,000 | 0 |
Deferred: | |||
Federal | 0 | (3,526,000) | 0 |
State | 118,000 | (508,000) | 0 |
Foreign | (545,000) | (2,169,000) | 0 |
Total deferred | (427,000) | (6,203,000) | 0 |
Total income tax provision (benefit) | $ 133,000 | $ (6,086,000) | $ 0 |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Provision (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
U.S. federal taxes at statutory rate | $ (7,573,000) | $ (17,146,000) | $ (7,302,000) |
State tax (net of federal benefit) | 720,000 | (1,609,000) | (1,794,000) |
Foreign rate differential | 3,726,000 | 674,000 | 1,000 |
Non-deductible officers' compensation | 729,000 | 3,055,000 | 1,443,000 |
Transaction costs | 0 | 2,255,000 | 0 |
Permanent differences | 79,000 | 59,000 | 131,000 |
Stock based compensation - excess benefit | 1,874,000 | (5,687,000) | (4,881,000) |
Tax credits | (936,000) | (714,000) | (588,000) |
Change in valuation allowance | 1,514,000 | 13,027,000 | 12,990,000 |
Total income tax provision (benefit) | $ 133,000 | $ (6,086,000) | $ 0 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | |||
Net operating loss carryforwards | $ 126,225 | $ 133,492 | $ 68,113 |
Research and development credits | 8,907 | 7,926 | 6,167 |
Section 174 capitalization | 6,719 | ||
Stock-based compensation | 4,080 | 3,760 | 2,696 |
NanoString intangibles and goodwill | 1,447 | 1,244 | 908 |
Operating lease liability | 3,622 | 4,327 | 2,826 |
Accruals and other | 6,596 | 7,099 | 2,623 |
Gross deferred tax assets | 157,596 | 157,848 | 83,333 |
Valuation allowance | (125,378) | (120,586) | (78,650) |
Net deferred tax assets | 32,218 | 37,262 | 4,683 |
Deferred tax liabilities: | |||
Property and equipment | (235) | (219) | (334) |
Other acquired intangibles | (29,457) | (34,823) | 0 |
In-process research and development | (3,702) | (3,892) | (2,423) |
ROU assets | (3,355) | (3,920) | (1,926) |
Gross deferred tax liabilities | (36,749) | (42,854) | (4,683) |
Net deferred tax liabilities | (36,749) | (42,854) | (4,683) |
Net deferred taxes | $ (4,531) | $ (5,592) | $ 0 |
Income Taxes - Schedule of Unce
Income Taxes - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, beginning of period | $ 4,452 | $ 3,563 | $ 3,278 |
Gross increases—tax position in prior period | 0 | 515 | 0 |
Gross decreases—tax position in prior period | (31) | 0 | 0 |
Gross increases—current period tax position | 467 | 374 | 285 |
Lapse of statute of limitations | 0 | 0 | 0 |
Unrecognized tax benefits, end of period | $ 4,888 | $ 4,452 | $ 3,563 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
401(k) Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to the plan | $ 1.4 | $ 1.3 | $ 0.6 |
Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Pension liability | $ 0.7 | $ 1.1 |
Components of Other Income, n_3
Components of Other Income, net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||
French research tax credits | $ 2,423 | $ 1,535 | $ 0 |
Interest and dividend income | 1,972 | 135 | 594 |
Interest expense | (198) | (241) | (229) |
Gain (loss) on currency revaluation | 197 | (1,081) | 56 |
Other | 260 | (94) | 59 |
Other income, net | $ 4,654 | $ 254 | $ 480 |