Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2022 | Jan. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Dec. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | 23ANDME HOLDING CO. | |
Entity Central Index Key | 0001804591 | |
Entity File Number | 001-39587 | |
Entity Tax Identification Number | 87-1240344 | |
Entity Incorporation, State or Country Code | DE | |
Current Fiscal Year End Date | --03-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Address, Address Line One | 349 Oyster Point Boulevard | |
Entity Address, City or Town | South San Francisco, | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94080 | |
Local Phone Number | 938-6300 | |
City Area Code | 650 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | ME | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 288,746,230 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 168,502,918 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 432,801 | $ 553,182 |
Restricted cash | 1,399 | 1,599 |
Accounts receivable, net (includes related party amounts of $3,636 and zero, respectively) | 26,808 | 3,380 |
Inventories | 11,960 | 10,789 |
Deferred cost of revenue | 14,336 | 7,700 |
Prepaid expenses and other current assets | 21,367 | 25,139 |
Total current assets | 508,671 | 601,789 |
Property and equipment, net | 40,791 | 49,851 |
Operating lease right-of-use assets | 49,987 | 55,577 |
Restricted cash, non-current | 6,974 | 6,974 |
Internal-use software, net | 13,823 | 9,635 |
Intangible assets, net | 49,362 | 73,905 |
Goodwill | 351,744 | 351,744 |
Other assets | 3,302 | 2,593 |
Total assets | 1,024,654 | 1,152,068 |
Current liabilities: | ||
Accounts payable (includes related party amounts of zero and $12,567, respectively) | 13,984 | 37,930 |
Accrued expenses and other current liabilities (includes related party amounts of $9,862 and $5,772, respectively) | 69,036 | 44,588 |
Deferred revenue (includes related party amounts of $22,943 and $9,181, respectively) | 108,934 | 62,939 |
Operating lease liabilities | 8,159 | 7,784 |
Total current liabilities | 200,113 | 153,241 |
Operating lease liabilities, noncurrent | 71,441 | 78,524 |
Other liabilities | 2,108 | 4,647 |
Total liabilities | 273,662 | 236,412 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common Stock, par value $0.0001 - Class A shares, 1,140,000,000 shares authorized, 288,629,645 and 228,174,718 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively; Class B shares, 350,000,000 shares authorized, 168,531,838 and 220,637,603 shares issued and outstanding as of December 31, 2022 and March 31, 2022, respectively | 45 | 45 |
Additional paid-in capital | 2,193,544 | 2,110,160 |
Accumulated other comprehensive income | (311) | 179 |
Accumulated deficit | (1,442,286) | (1,194,728) |
Total stockholders' equity | 750,992 | 915,656 |
Total liabilities and stockholders' equity | $ 1,024,654 | $ 1,152,068 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | |
Accounts receivable, related party | $ 3,636 | $ 0 | |
Accounts Payable, related party | 0 | 12,567 | |
Accrued expenses and other current liabilities, related party | 9,862 | 5,772 | |
Deferred revenue, current, related party | $ 22,943 | $ 9,181 | |
Common Stock, Par value | $ 0.0001 | $ 0.0001 | |
Class A Common Stock [Member] | |||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 | |
Common Stock, Shares, Issued | [1],[2] | 288,629,645 | 228,174,718 |
Common Stock, Shares, Outstanding | [1],[2] | 288,629,645 | 228,174,718 |
Class B Common Stock [Member] | |||
Common stock, shares authorized | 350,000,000 | 350,000,000 | |
Common Stock, Shares, Issued | 168,531,838 | 220,637,603 | |
Common Stock, Shares, Outstanding | 168,531,838 | 220,637,603 | |
[1] As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity . As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue (related party amounts of $14,925 and $10,002 for the three months ended September 30, 2022 and 2021, respectively, and $23,190 and $21,212 for the six months ended September 30, 2022 and 2021, respectively) | $ 66,940 | $ 56,891 | $ 207,112 | $ 171,334 |
Cost of revenue (related party amounts of $(271) and $(184) for the three months ended September 30, 2022 and 2021, respectively, and $(510) and $264 for the six months ended September 30, 2022 and 2021, respectively) | 36,189 | 29,628 | 112,598 | 85,446 |
Gross profit | 30,751 | 27,263 | 94,514 | 85,888 |
Operating expenses: | ||||
Research and development (related party amounts of $2,717 and $5,864 for the three months ended September 30, 2022 and 2021, respectively, and $6,266 and $11,886 for the six months ended September 30, 2022 and 2021, respectively) | 57,270 | 50,298 | 161,877 | 139,053 |
Sales and marketing | 39,879 | 41,979 | 98,148 | 70,987 |
General and administrative | 30,702 | 31,687 | 89,226 | 60,547 |
Total operating expenses | 127,851 | 123,964 | 349,251 | 270,587 |
Loss from operations | (97,100) | (96,701) | (254,737) | (184,699) |
Interest income | 3,671 | 76 | 5,307 | 213 |
Change in fair value of warrant liabilities | 0 | 3,695 | 0 | 32,989 |
Other (expense) income, net | 855 | 22 | (267) | 39 |
Loss before income taxes | (92,574) | (92,908) | (249,697) | (151,458) |
Benefit from income taxes | 613 | 3,512 | 2,139 | 3,512 |
Net loss | (91,961) | (89,396) | (247,558) | (147,946) |
Other comprehensive loss, net of tax | (1,943) | (36) | (490) | (36) |
Total comprehensive loss | $ (93,904) | $ (89,432) | $ (248,048) | $ (147,982) |
Net loss per share of Class A and Class B common stock attributable to common stockholders: | ||||
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) |
Income (Loss) from Continuing Operations, Per Diluted Share | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) |
Weighted-average shares used to compute net loss per share: | ||||
Weighted Average Number of Shares Outstanding, Basic | 453,407,202 | 426,591,111 | 449,949,829 | 334,491,905 |
Weighted Average Number of Shares Outstanding, Diluted | 453,407,202 | 426,591,111 | 449,949,829 | 334,491,905 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||
Revenue from Related Parties | $ 13,068 | $ 8,069 | $ 36,258 | $ 29,281 |
Related party cost of revenue | 231 | (54) | (279) | 209 |
Related Party Research and Development Expense | $ 3,251 | $ 6,300 | $ 9,517 | $ 18,185 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] Redeemable Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income Loss | Accumulated Deficit [Member] |
Beginning Balance at Mar. 31, 2021 | $ (595,619) | $ 12 | $ 837,351 | $ 381,607 | $ (977,238) | |
Beginning Balance, Shares at Mar. 31, 2021 | 124,529,784 | 209,181,855 | ||||
Preferred stock conversion | 837,351 | $ 21 | $ (837,351) | 837,330 | ||
Preferred stock conversion, shares | 209,181,855 | (209,181,855) | ||||
Issuance of common stock upon Merger | 200,579 | $ 5 | 200,574 | |||
Issuance of common stock upon Merger, Shares | 46,901,747 | |||||
Issuance of Private Investment in Public Equity ("PIPE") shares | 250,000 | $ 3 | 249,997 | |||
Issuance of Private Investment in Public Equity ("PIPE") shares, shares | 25,000,000 | |||||
Issuance of common stock upon exercise of stock options | 2,553 | 2,553 | ||||
Issuance of common stock upon exercise of stock options, Shares | 818,479 | |||||
Stock-based compensation expense | 9,704 | 9,704 | ||||
Net income (loss) | (42,026) | (42,026) | ||||
Ending Balance at Jun. 30, 2021 | 662,542 | $ 41 | 1,681,765 | (1,019,264) | ||
Ending Balance, Shares at Jun. 30, 2021 | 406,431,865 | |||||
Beginning Balance at Mar. 31, 2021 | (595,619) | $ 12 | $ 837,351 | 381,607 | (977,238) | |
Beginning Balance, Shares at Mar. 31, 2021 | 124,529,784 | 209,181,855 | ||||
Other comprehensive loss | (36) | |||||
Net income (loss) | (147,946) | |||||
Ending Balance at Dec. 31, 2021 | 961,174 | $ 44 | 2,086,350 | $ (36) | (1,125,184) | |
Ending Balance, Shares at Dec. 31, 2021 | 446,147,181 | |||||
Beginning Balance at Jun. 30, 2021 | 662,542 | $ 41 | 1,681,765 | (1,019,264) | ||
Beginning Balance, Shares at Jun. 30, 2021 | 406,431,865 | |||||
Issuance of common stock upon exercise of stock options | 2,905 | 2,905 | ||||
Issuance of common stock upon exercise of stock options, Shares | 736,717 | |||||
Stock-based compensation expense | 10,588 | 10,588 | ||||
Net income (loss) | (16,524) | (16,524) | ||||
Ending Balance at Sep. 30, 2021 | 659,511 | $ 41 | 1,695,258 | (1,035,788) | ||
Ending Balance, Shares at Sep. 30, 2021 | 407,168,582 | |||||
Issuance of common stock for acquisition of business | 322,845 | $ 3 | 322,842 | |||
Issuance of common stock for acquisition of business, Shares | 30,572,268 | |||||
Issuance of Common Stock for Class A Common Stock Warrant Exercise | 42,354 | 42,354 | ||||
Issuance of Common Stock for Class A Common Stock Warrant Exercise, Shares | 6,016,327 | |||||
Issuance of common stock upon exercise of stock options | 8,308 | |||||
Issuance of common stock upon exercise of stock options, Shares | 2,390,004 | |||||
Issuance Of Common Stock Related To Early Exercise Of Stock Options | 8,308 | |||||
Stock-based compensation expense | 17,588 | 17,588 | ||||
Other comprehensive loss | (36) | (36) | ||||
Net income (loss) | (89,396) | (89,396) | ||||
Ending Balance at Dec. 31, 2021 | 961,174 | $ 44 | 2,086,350 | (36) | (1,125,184) | |
Ending Balance, Shares at Dec. 31, 2021 | 446,147,181 | |||||
Beginning Balance at Mar. 31, 2022 | 915,656 | $ 45 | 2,110,160 | 179 | (1,194,728) | |
Beginning Balance, Shares at Mar. 31, 2022 | 448,812,321 | |||||
Issuance of common stock upon exercise of stock options | 1,533 | 1,533 | ||||
Issuance of common stock upon exercise of stock options, Shares | 1,065,784 | |||||
Issuance of common stock upon release of RSUs, shares | 1,461,448 | |||||
Net share settlements for stock-based minimum tax withholdings, value | (14,036) | |||||
Stock-based compensation expense | 25,915 | 25,915 | ||||
Other comprehensive loss | 624 | 624 | ||||
Net income (loss) | (89,532) | (89,532) | ||||
Ending Balance at Jun. 30, 2022 | 854,196 | $ 45 | 2,137,608 | 803 | (1,284,260) | |
Ending Balance, Shares at Jun. 30, 2022 | 451,325,517 | |||||
Beginning Balance at Mar. 31, 2022 | $ 915,656 | $ 45 | 2,110,160 | 179 | (1,194,728) | |
Beginning Balance, Shares at Mar. 31, 2022 | 448,812,321 | |||||
Issuance of common stock upon exercise of stock options, Shares | 2,592,856 | |||||
Other comprehensive loss | $ (490) | |||||
Net income (loss) | (247,558) | |||||
Ending Balance at Dec. 31, 2022 | 750,992 | $ 45 | 2,193,544 | (311) | (1,442,286) | |
Ending Balance, Shares at Dec. 31, 2022 | 457,161,483 | |||||
Beginning Balance at Jun. 30, 2022 | 854,196 | $ 45 | 2,137,608 | 803 | (1,284,260) | |
Beginning Balance, Shares at Jun. 30, 2022 | 451,325,517 | |||||
Issuance of common stock upon exercise of stock options | $ 2,498 | $ 2,498 | ||||
Issuance of common stock upon exercise of stock options, Shares | 1,430,629 | |||||
Issuance of common stock upon release of RSUs, shares | 1,580,591 | |||||
Net share settlements for stock-based minimum tax withholdings, value | (86,000) | (86,000) | ||||
Net share settlements for stock-based minimum tax withholdings, shares | $ (14,038) | |||||
Issuance of common stock under employee stock purchase plan, share | 1,130,337 | |||||
Issuance of common stock under employee stock purchase plan, value | $ 3,238 | $ 3,238 | ||||
Stock-based compensation expense | 24,710 | 24,710 | ||||
Other comprehensive loss | 829 | 829 | ||||
Net income (loss) | (66,065) | (66,065) | ||||
Ending Balance at Sep. 30, 2022 | 819,320 | $ 45 | 2,167,968 | 1,632 | (1,350,325) | |
Ending Balance, Shares at Sep. 30, 2022 | 455,453,036 | |||||
Issuance of common stock upon exercise of stock options | $ 49 | $ 49 | ||||
Issuance of common stock upon exercise of stock options, Shares | 96,443 | |||||
Issuance of common stock upon release of RSUs, shares | 1,631,315 | |||||
Net share settlements for stock-based minimum tax withholdings, value | (58) | (58) | ||||
Net share settlements for stock-based minimum tax withholdings, shares | $ (19,311) | |||||
Stock-based compensation expense | $ 25,585 | $ 25,585 | ||||
Other comprehensive loss | (1,943) | (1,943) | ||||
Net income (loss) | (91,961) | (91,961) | ||||
Ending Balance at Dec. 31, 2022 | $ 750,992 | $ 45 | $ 2,193,544 | $ (311) | $ (1,442,286) | |
Ending Balance, Shares at Dec. 31, 2022 | 457,161,483 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 3 Months Ended |
Jun. 30, 2021 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Transaction costs | $ 33,726 |
Related Party Amounts | $ 25,000 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (247,558) | $ (147,946) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 24,918 | 15,345 |
Amortization and impairment of internal-use software | 3,214 | 1,741 |
Stock-based compensation expense | 93,768 | 37,473 |
Change in fair value of warrant liabilities | 0 | (32,989) |
Impairment of long-lived assets | 10,126 | 0 |
Other | (1) | 77 |
Changes in operating assets and liabilities: | ||
Accounts receivable (includes related party amounts of $(3,636) and $(105), respectively) | (23,428) | (21,078) |
Inventories | (1,172) | (10,605) |
Deferred cost of revenue | (6,636) | (10,630) |
Prepaid expenses and other current assets | 3,772 | (7,697) |
Operating lease right-of-use assets | 5,570 | 5,265 |
Other assets | (711) | (604) |
Accounts payable (includes related party amounts of $(12,567) and $(4,422), respectively) | (23,305) | (804) |
Accrued and other current liabilities (includes related party amounts of $4,090 and $5,416, respectively) | 4,265 | 9,878 |
Deferred revenue (includes related party amounts of $13,762 and $(3,969), respectively) | 45,996 | 40,223 |
Operating lease liabilities | (6,708) | (5,655) |
Other liabilities | (2,539) | (3,617) |
Net cash used in operating activities | (120,429) | (131,623) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,854) | (2,420) |
Purchases of intangible assets | 0 | (5,500) |
Capitalized internal-use software costs | (5,163) | (2,855) |
Cash paid for acquisitions, net of cash acquired | 0 | (94,165) |
Net cash used in investing activities | (8,017) | (104,940) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 3,933 | 11,476 |
Proceeds from issuance of common stock under employee stock purchase plan | 3,238 | 0 |
Payments of deferred offering costs | 0 | (30,642) |
Proceeds from issuance of common stock upon merger | 0 | 309,720 |
Proceeds from PIPE (related party amounts of zero and $25,000, respectively) | 0 | 250,000 |
Proceeds from exercise of merger warrants | 0 | 44 |
Payment for warrant redemptions | 0 | (116) |
Net cash provided by financing activities | 7,171 | 540,482 |
Effect of exchange rates on cash | 694 | (4) |
Net increase (decrease) in cash and restricted cash | (120,581) | 303,915 |
Cash and restricted cash—beginning of period | 561,755 | 290,862 |
Cash and restricted cash—end of period | 441,174 | 594,777 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Purchases of property and equipment during the period included in accounts payable and accrued expenses | 472 | 859 |
Stock-based compensation capitalized for internal-use software costs | 2,239 | 745 |
Reclassification of deferred offering costs | 0 | 3,971 |
Assumption of merger warrants liability | 0 | 75,415 |
Conversion of redeemable convertible preferred stock to common stock | 0 | 837,351 |
Redemption/Exercise of Class A Common Stock Warrants | 0 | 42,354 |
Stock consideration in acquisition of businesses, including fair value of common stock issued and fair value of stock-based awards that were vested | 0 | 322,842 |
Cash and cash equivalents | 432,801 | 586,204 |
Restricted cash, current | 1,399 | 1,599 |
Restricted cash, non-current | 6,974 | 6,974 |
Cash and cash equivalents | 432,801 | |
Total cash, cash equivalents and restricted cash | $ 441,174 | $ 594,777 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Member] | ||
Related Party Amounts | $ 0 | $ (207) |
Accounts Receivable [Member] | ||
Related Party Amounts | (3,636) | (105) |
Accounts Payable [Member] | ||
Related Party Amounts | (12,567) | (4,422) |
Accrued Expenses And Other Current Liabilities [Member] | ||
Related Party Amounts | 4,090 | 5,416 |
Deferred Revenue [Member] | ||
Related Party Amounts | $ 13,762 | (3,969) |
PIPE [Member] | ||
Related Party Amounts | $ 25,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | 1. Organization and Description of Business 23andMe Holding Co. (the “Company”) is dedicated to helping people access, understand, and benefit from the human genome. The Company pioneered direct-to-consumer genetic testing through its Personal Genome Service® (“PGS”) products and services. Customers receive reports that provide them with information on their genetic health risks, their ancestry, and their traits, based on genetic testing of a saliva sample they send to the Company in an easy-to-use “spit kit” provided by the Company. Customers have the option to participate in the Company’s research programs. The Company analyzes consenting customers’ genotypic and phenotypic data to discover new insights into genetics. The Company uses these insights to generate new PGS reports, and, through its therapeutics business and collaborations with pharmaceutical companies, nonprofit institutions and universities, to discover and advance new therapies for unmet medical needs. The Company acquired Lemonaid Health, Inc. (“Lemonaid” or “Lemonaid Health”) in November 2021 (the “Lemonaid Acquisition”), which offers patients affordable and direct online access to medical care, from consultation through treatment, for a number of common conditions, using evidence-based guidelines and up-to-date clinical protocols to deliver quality patient care. Lemonaid Health’s telehealth platform provides patients with easy access to medical consultation and treatment, which enhances the Company’s ability to bring better healthcare and wellness offerings to patients. 23andMe, Inc., the Company’s accounting predecessor, was incorporated in Delaware in 2006. The Company is headquartered in South San Francisco, California. The Company’s predecessor, VG Acquisition Corp. (“VGAC”), was a blank check company originally incorporated in 2020 as a Cayman Islands exempted company. On June 16, 2021 (the “Closing Date”), VGAC and Chrome Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of VGAC (“Merger Sub”), consummated a merger with 23andMe, Inc. (the “Merger”), whereby Merger Sub merged with and into 23andMe, Inc., with 23andMe, Inc. being the surviving corporation and a wholly owned subsidiary of the Company. In connection with the Merger, VGAC changed its jurisdiction of incorporation from the Cayman Islands to the State of Delaware and changed its name to 23andMe Holding Co. (the “Domestication” and, together with the Merger, the “Business Combination”). The Company has evaluated how it is organized and managed and has identified two reporting segments: Consumer and Research Services, and Therapeutics. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. For the nine months ended December 31, 2022 and 2021, the Company had operations primarily in the United States and insignificant operations in the United Kingdom. There have been no changes to the Company’s significant accounting policies described in the audited consolidated financial statements for the year ended March 31, 2022 that have had a material impact on these condensed consolidated financial statements and related notes. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of December 31, 2022 and for the three and nine months ended December 31, 2022 and 2021 and accompanying notes, are unaudited. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended March 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 9, 2022. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of December 31, 2022 and its condensed consolidated results of operations and cash flows for the three and nine months ended December 31, 2022 and 2021. The results of operations for the three and nine months ended December 31, 2022 are not necessarily indicative of the results expected for the year ending March 31, 2023 or any other future interim or annual periods. As a result of the Merger, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2023 and 2022 refer to the fiscal years ending and ended March 31, 2023 and 2022, respectively. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to the determination of standalone selling price for various performance obligations; the estimated expected benefit period for the rate and recognition pattern of breakage revenue for purchases where a saliva collection kit (“Kit”) is never returned for processing; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; fair value of intangible assets acquired in business combinations; the carrying value of goodwill; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of stock options, as well as the Company’s common stock prior to the Closing Date of the Merger; and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates, and such differences could be material to the condensed consolidated financial statements. The coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March 2020 and the Company expects that such disruption will continue for an unknown period. As the Company continues to closely monitor the COVID-19 pandemic, its top priority remains protecting the health and safety of the Company’s employees. Safety guidelines and procedures, including enhanced sanitization and air filtration, have been developed for on-site employees and these policies are regularly monitored. The Company is not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and Kits used by the Company in the delivery of its services are available only from third-party suppliers. The Company also relies on a third-party laboratory service for the processing of its customer samples. Shortages and slowdowns could occur in these essential materials, components, equipment, and laboratory services due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components, equipment, or laboratory services at acceptable prices, it would be required to reduce its laboratory operations, which could have a material adverse effect on its results of operations. A single supplier accounted for 100 % of the Company’s total purchases of microarrays and a separate single supplier accounted for 100 % of the Company’s total purchases of Kits for the three and nine months ended December 31, 2022 and 2021. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and nine months ended December 31, 2022 and 2021. Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Revenue Recognition within Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding geographical disaggregation of revenue. The Company grants credit to its customers in the normal course of business, performs ongoing credit evaluations of its customers, and does not require collateral. The Company regularly monitors the aging of accounts receivable balances. Significant customer information is as follows: December 31, March 31, 2022 2022 Percentage of accounts receivable: Customer B 14 % 0 % Customer C 70 % 25 % Customer F 12 % 19 % Customer G 0 % 44 % Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Percentage of revenue: Customer C 22 % 17 % 20 % 19 % Customer B 20 % 14 % 18 % 17 % Intangible Assets Acquired intangible assets consist of identifiable intangible assets resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships, and trademark, and general and administrative expense for non-compete agreements, in the consolidated statements of operations and comprehensive loss. Other intangible assets consist of purchased patents. Intangible assets are carried at cost less accumulated amortization and are amortized over the period of estimated benefit using the straight-line method and their estimated useful lives. Amortization for patents is recognized in research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Each period the Company evaluates finite-lived intangible assets to determine whether there have been any events or changes in circumstances which indicate that its carrying amount may not be recoverable. During the three months ended December 31, 2022, due to decreased revenue associated with a delayed product launch and margin forecasts for the U.K. partnership business, the Company performed an interim quantitative impairment test for the U.K. partnership asset group as of December 31, 2022. The fair value of the asset group was calculated using a discounted cash flow and was determined to be lower than its carrying value. As a result, the Company recorded a $ 10.0 million impairment charge to write down the value of the partnership intangible asset to its estimated fair value as of December 31, 2022. The charge was recorded within sales and marketing expenses in its Consumer and Research segment in the unaudited condensed consolidated statements of operations and comprehensive loss. Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”), the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration, which the Company expects to receive in exchange for transferring the products or services to a customer (“transaction price”). The transaction price includes various forms of variable consideration, as discussed below. In general, the transaction price is paid by customers at contract inception. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) price basis. The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. The SSP for each performance obligation is based on the prices at which the Company separately sells the products and services. If an observable price from stand-alone sales is not available, the Company uses the adjusted market assessment approach, using reasonably available information and applicable inputs, to estimate the selling price of each performance obligation. PGS The Company generates PGS revenue by providing customers with a broad suite of genetic reports, including information on customers’ genetic ancestral origins, personal genetic health risks, and chances of passing on certain rare carrier conditions to their children, as well as reports on how genetics can impact responses to medication. The Company’s contracts with customers for PGS services include multiple performance obligations: (1) initial ancestry reports, (2) ancestry updates, (3) initial health reports, (4) health updates, and (5) subscriptions for extended health insights with access to exclusive reports and features. The transaction price for PGS revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to refunds. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company bases its estimates of variable consideration related to refunds on historical data and other information. Estimates include: (i) timing of the returns and fees incurred, (ii) pricing adjustments related to returns and fees, and (iii) the quantity of product that will be returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Provisions for returns are based on service-level return rates and recent unprocessed return claims, as well as relevant market events and other factors. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related PGS revenue is recognized. Based on the distribution model for PGS services and the nature of the services being provided, the Company believes there will be minimal refunds and has not experienced material historical refunds. Revenue is recognized at a point in time upon delivery of the initial ancestry reports and initial health reports to the customer, as the customer obtains control when the report is received. Revenue is recognized over time for ancestry updates and health updates over the period the customer is estimated to remain active. The Company estimates this period based on the historical average period that the customer continues to engage with the available report updates after the delivery of the initial reports. These updates are provided to the customer, when and if available, throughout the estimated period of activity during which the customer interacts with the PGS service. The Company re-evaluates these estimates at the end of each reporting period and adjusts accordingly. The Company has determined that access to the updates, when and if available, that are provided over the estimated period qualifies as a series of distinct goods or services, for which revenue is recognized ratably over the period estimated by the Company. Subscription revenue for extended health insights is recognized ratably over the contractual subscription period as the customer benefits from having access to these insights evenly throughout this period. The Company sells through multiple channels, including direct to consumer via the Company’s website and through online retailers. If the customer does not return the Kit for processing, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under Topic 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning Kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual Kit return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 6.8 million and $ 4.1 million for the three months ended December 31, 2022 and 2021, respectively, and $ 17.8 million and $ 12.8 million for the nine months ended December 31, 2022 and 2021, respectively. Fees paid to certain sales channel partners include, in part, compensation for obtaining PGS contracts. Such contracts have an amortization period of one year or less, and the Company has applied the practical expedient to recognize these costs as sales and marketing expenses when incurred. During the three and nine months ended December 31, 2022, the Company did not recognize any PGS revenue for performance obligations satisfied in prior periods. Research Services The Company generates research services revenue by performing research services under agreements with third parties relating to the use of the Company’s genotypic and phenotypic data to perform various research activities, including identifying promising drug targets and further researching specific ailments or patient treatment areas. The Company’s contracts with customers for research services can include multiple performance obligations: (1) genotyping, (2) survey, (3) data analysis, (4) recruitment, (5) web development, (6) project management, and (7) dedicated research time. The transaction price for research services revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration including, but not limited to, per participant fees, additional compensation for certain industry approvals, payments for milestones achieved early, and penalties for customer delays. The Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method. The Company bases its estimates of variable consideration on historical data and other available information. The Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. Based on the historical data available, the Company believes there will be minimal amounts of variable consideration earned and, as such, the transaction price for research services is not materially impacted. Variable consideration estimates are revisited at the end of each reporting period and adjustments are made accordingly. To recognize revenue, the Company compares actual hours incurred to date to the overall total expected hours that will be required to satisfy the performance obligation. The use of personnel hours is a reasonable measure of progress as the Company fulfills its contractual obligations through research performed by the Company's personnel. Revenues are recognized over time as the hours are incurred. All estimates are reviewed by the Company at the end of each reporting period and adjustments are made accordingly. During the three and nine months ended December 31, 2022, the Company did not recognize any research services revenue for performance obligations satisfied in prior periods. Telehealth The Company generates telehealth revenues from pharmacy fees, patient fees, and membership fees. The transaction price for telehealth services includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to sales deductions, including (1) product returns, including return estimates and (2) fees for transaction processing and chargebacks. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related telehealth revenue is recognized. The Company's customers have limited return rights related to the telehealth services. The Company has not historically experienced material returns and believes there will be minimal returns in the future. As such, the transaction price for telehealth services is not materially impacted. Provisions for transaction fees and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual transaction fees and chargebacks processed relating to sales recognized. Pharmacy fees, net – The Company primarily generates revenue through sale and delivery of prescription medications from the Affiliated Pharmacies (as defined below). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions, requests a prescription, or chooses to refill, and provides access to payment. The Company has determined that these contracts contain one performance obligation. Revenue is recognized at the point in time in which prescription services are rendered for these transactions. Fees are charged as prescription services are rendered. Revenue is recorded net of refunds and transaction fees. Patient fees, net – The Company primarily generates revenue through the PMCs (as defined below) from patient visit fees, which include healthcare professional consultations, lab testing, and ordering prescriptions. A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. The Company has determined that each service event is a distinct performance obligation. Revenue is recognized at the point in time in which services are rendered for these transactions. Fees are charged upfront prior to services being rendered and are allocated to each obligation to provide services to the patient. Revenue is recorded net of refunds, transaction fees, and pass-through lab and prescription costs. Membership fees, net – The Company generates revenue through membership fees from patients, which includes a membership for unlimited medical visits and unlimited prescriptions during the membership period (generally one, three or twelve months). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and makes a pre-payment for the membership term. The Company has determined that access to the services over the membership period qualifies as a series of distinct goods or services for which revenue is recognized ratably over the respective membership period. Revenue is recorded net of refunds. Deferred revenue consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. In providing telehealth services that include professional medical consultations, the Company maintains relationships with various affiliated professional medical corporations (“PMCs”). PMCs are organized under state law as professional entities that are owned by physicians licensed in the applicable state and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. See Note 4, “ Variable Interest Entities ,” for additional details. The Company accounts for service revenue as a principal in the arrangement with its patients. Additionally, with respect to its telehealth services involving the sale of prescription products, the Company maintains relationships with affiliated pharmacies (collectively, the “Affiliated Pharmacies”) to fill prescriptions that are ordered by the Company’s patients. The Company accounts for prescription product revenue as a principal in the arrangement with its patients. During the three and nine months ended December 31, 2022, the Company did not recognize any telehealth revenue for performance obligations satisfied in prior periods. Disaggregation of Revenue The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) Point in Time PGS $ 37,499 56 % $ 35,090 62 % $ 117,300 57 % $ 121,516 71 % Telehealth 8,592 13 % 6,146 11 % 27,124 13 % 6,146 4 % Consumer services 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Research services — 0 % — 0 % — 0 % — 0 % Total (1) 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Over Time PGS 5,100 7 % 3,277 6 % 14,316 7 % 9,189 5 % Telehealth 2,451 4 % 1,527 3 % 7,471 3 % 1,527 1 % Consumer services 7,551 11 % 4,804 8 % 21,787 10 % 10,716 6 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) 20,849 31 % 15,655 28 % 62,688 30 % 43,672 25 % Revenue by Category PGS 42,599 64 % 38,367 67 % 131,616 63 % 130,705 76 % Telehealth 11,043 16 % 7,673 14 % 34,595 17 % 7,673 5 % Consumer services 53,642 80 % 46,040 81 % 166,211 80 % 138,378 81 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) United States $ 46,770 70 % $ 41,741 73 % $ 147,425 71 % $ 120,706 70 % United Kingdom 16,194 24 % 10,779 19 % 47,198 23 % 37,020 22 % Canada 2,866 4 % 3,065 6 % 8,744 4 % 9,052 5 % Other regions 1,110 2 % 1,306 2 % 3,745 2 % 4,556 3 % Total $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations and are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The amount of contract assets was immaterial as of December 31, 2022 and March 31, 2022. Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of fulfilling performance obligations under a contract. Deferred revenue primarily relates to Kits that have been shipped to consumers and non-consigned retail sites but not yet returned for processing by the consumer, as well as research services billed in advance of performance. Deferred revenue is recognized when the obligation to deliver results to the customer is satisfied and when research services are ultimately performed. Deferred revenue also consists of advance payments from members related to membership performance obligations and from customers related to subscription for extended health insight performance obligations that have not been satisfied as of the balance sheet date. Deferred revenue is recognized when the obligation to deliver membership services or subscription services is satisfied. As of December 31, 2022 and 2021, deferred revenue for consumer services was $ 83.8 million and $ 83.4 million, respectively. Of the $ 51.3 million and $ 39.3 million of deferred revenue for consumer services as of March 31, 2022 and 2021, respectively, the Company recognized $ 42.2 million and $ 36.1 million as revenue during the nine months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, deferred revenue for research services was $ 25.1 million and $ 28.6 million, respectively, which included related party deferred revenue amounts of $ 22.9 million and $ 26.2 million, respectively. Of the $ 11.6 million and $ 31.9 million of deferred revenue for research services as of March 31, 2022 and 2021, respectively, the Company recognized $ 9.6 million and $ 30.2 million as revenue during the nine months ended December 31, 2022 and 2021, respectively, which included related party revenue amounts of $ 9.2 million and $ 29.0 million, respectively. Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be billed and recognized as revenue in future periods. The Company has utilized the practical expedient available under Topic 606 to not disclose the value of unsatisfied performance obligations for PGS and telehealth as those contracts have an expected length of one year or less. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 31.3 million. The Company expects to recognize revenue on 95% of t his amount over the next 12 months and the remainder thereafter. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive income. T he Company’s changes in foreign currency translation represents the components of other comprehensive income that are excluded from the reported net loss. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity, and clarifies the guidance on the computation of earnings per share for those financial instruments. The guidance was effective for the Company beginning April 1, 2022. The Company adopted ASU 2020-06 as of April 1, 2022, and the adoption did not have a material impact on its consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements Fair value is defined as the exchange price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures financial assets and liabilities at fair value at each reporting period using a fair value hierarchy, which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 Fair Value Level 1 Level 2 Level 3 (In thousands) Financial Assets: Money market funds $ 418,000 $ 418,000 $ — $ — Total financial assets $ 418,000 $ 418,000 $ — $ — As of March 31, 2022, the Company did not have any financial instruments that are measured at fair value on a recurring basis. Cash equivalents consist primarily of money market funds and are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets. |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | . Variable Interest Entities The Company determined that the PMCs and Affiliated Pharmacies are variable interest entities (“VIEs”) due to the respective equity holders having nominal capital at risk, and the Company has a variable interest in each of the PMCs and Affiliated Pharmacies. The Company consolidated the PMCs and Affiliated Pharmacies under the VIE model since the Company has the power to direct activities that most significantly impact the VIEs’ economic performance and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the VIEs. Under the VIE model, the Company presents the results of operations and the financial position of the VIEs as part of the condensed consolidated financial statements of the Company. Furthermore, as a direct result of the financial support the Company provides to the VIEs (e.g., loans), the interests held by holders lack economic substance and do not provide them with the ability to participate in the residual profits or losses generated by the VIEs. Therefore, all income and expenses recognized by the VIEs are allocated to the Company’s stockholders. The aggregate carrying value of total assets and total liabilities included on the condensed consolidated balance sheets for the VIEs after elimination of intercompany transactions were not material as of December 31, 2022 and were $ 11.2 million and $ 13.3 million, respectively, as of March 31, 2022. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the VIEs after elimination of intercompany transactions was $ 10.0 million and $ 31.1 million for the three and nine months ended December 31, 2022, respectively, and $ 7.6 million for both the three and nine months ended December 31, 2021. Net income attributable to the VIEs included on the condensed consolidated statements of operations and comprehensive loss was $ 3.8 million and $ 5.9 million for the three and nine months ended December 31, 2022, respectively, and was no t material for the three and nine months ended December 31, 2021. |
Segment Information
Segment Information | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 5. Segment Information The Company currently operates in two reporting segments: Consumer and Research Services, and Therapeutics. The Consumer and Research Services segment consists of revenue and expenses from PGS and telehealth, as well as research services revenue and expenses from certain collaboration agreements (including the GSK Agreement (as defined below)). The Therapeutics segment consists of revenues from the out-licensing of intellectual property associated with identified drug targets and expenses related to therapeutic product candidates under clinical development. Substantially all of the Company’s revenues are derived from the Consumer and Research Services segment. See Revenue Recognition within Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding revenue. There are no inter-segment sales. Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications and CEO Office are not reported as part of the reporting segments as reviewed by the CODM (as defined below). These amounts are included in Unallocated Corporate in the reconciliations below. The chief operating decision-maker (“CODM”) is the Chief Executive Officer (“CEO”). The CODM evaluates the performance of each segment based on Adjusted EBITDA. Adjusted EBITDA is defined as net income (loss) before net interest income (expense), net other income (expense), income tax expenses (benefit), depreciation and amortization, impairment charges, stock-based compensation expense, acquisition-related costs, and other items that are considered unusual or not representative of underlying trends of our business, including but not limited to: changes in fair value of warrant liabilities, litigation settlement, and restructuring and other charges , if applicable for the periods presented. Adjusted EBITDA is a key measure used by the Company’s management and Board of Directors to understand and evaluate the Company’s operating performance and trends, to prepare and approve the annual budget, and to develop short-term and long-term operating plans. In particular, the exclusion of the items eliminated in calculating Adjusted EBITDA provides useful measures for period-to-period comparisons of the Company’s business. Accordingly, Adjusted EBITDA provides useful information in understanding and evaluating the Company’s operating results in the same manner as management and the Board of Directors. Adjusted EBITDA should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. Other companies, including companies in the Company’s industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Adjusted EBITDA as a tool for comparison. There are a number of limitations related to the use of these non-GAAP financial measures rather than net loss, which is the most directly comparable financial measure calculated in accordance with GAAP. Some of the limitations of Adjusted EBITDA include (i) Adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures. In evaluating Adjusted EBITDA, the Company will incur expenses similar to the adjustments in this presentation in the future. The presentation of Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating the Company’s performance, Adjusted EBITDA should be considered alongside other financial performance measures, including net loss and other GAAP results. T he Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) Segment Revenue: Consumer and Research Services $ 66,940 $ 56,891 $ 207,112 $ 171,334 Total revenue (1) $ 66,940 $ 56,891 $ 207,112 $ 171,334 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 8,313 ) $ ( 31,967 ) $ ( 22,986 ) $ ( 33,232 ) Therapeutics Adjusted EBITDA ( 21,471 ) ( 19,916 ) ( 58,599 ) ( 57,046 ) Unallocated Corporate ( 13,488 ) ( 12,129 ) ( 41,057 ) ( 30,692 ) Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 91,961 ) $ ( 89,396 ) $ ( 247,558 ) $ ( 147,946 ) Adjustments Interest (income) expense, net ( 3,671 ) ( 76 ) ( 5,307 ) ( 213 ) Other (income) expense, net ( 855 ) ( 22 ) 267 ( 39 ) Change in fair value of warrant liabilities — ( 3,695 ) — ( 32,989 ) Income tax benefit ( 613 ) ( 3,512 ) ( 2,139 ) ( 3,512 ) Depreciation and amortization 5,257 4,681 15,512 14,188 Amortization of acquired intangible assets 4,265 2,898 12,847 2,898 Impairment of acquired intangible assets 9,968 — 9,968 — Stock-based compensation expense 34,338 17,409 93,768 37,473 Acquisition-related costs (2) — 7,701 — 9,170 Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. (2) For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees. Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 14,680 22 % $ 9,676 17 % $ 41,365 20 % $ 33,123 19 % Customer B (2) $ 13,068 20 % $ 8,069 14 % $ 36,258 18 % $ 29,281 17 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. Revenue by geographical region can be found in the revenue recognition disclosures in Note 2, “ Summary of Significant Accounting Policies. ” Substantially all of the Company’s property and equipment, net of depreciation and amortization, was located in the United States during the periods presented. The reporting segments do not present total assets as they are not reviewed by the CODM when evaluating their performance. |
Collaborations
Collaborations | 9 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | . Collaborations GlaxoSmithKline Agreement In July 2018, the Company and an affiliate of GlaxoSmithKline plc (“GSK”) entered into a four-year exclusive drug discovery and development collaboration agreement (the “GSK Agreement”) for collaboration on identification and development of therapeutic agents with a unilateral option for GSK to extend the term for an additional year. The Company concluded that GSK is considered a customer. Therefore, the Company has applied the guidance in Topic 606 to account for and present consideration received from GSK related to research services provided by the Company. The Company’s activities under the GSK Agreement, which include reporting, drug target discovery, and joint steering committee participation, represent one combined performance obligation to deliver research services. In addition, the GSK Agreement, along with subsequent amendments, provided GSK the right to include certain identified pre-existing Company programs in the collaboration at GSK’s election, each of which is considered distinct from the research services. The exercise price for the pre-existing program options varied to reflect the respective stage of development of each such program, with up to two such programs being offered for no additional charge. The two programs offered for no additional charge were material rights and therefore also identified as performance obligations within the arrangement. In addition to cost-sharing during the performance of research services which is recorded within cost of revenue when incurred in the Consumer and Research Services segment, once drug targets have been identified for inclusion in the collaboration, the Company and GSK equally share in the costs of further research, development, and commercialization of identified targets, subject to certain rights of either party to opt-out of funding at certain predetermined development milestones. These cost-sharing charges for costs incurred subsequent to the identification of drug targets have been included in research and development expense on the condensed consolidated statements of operations and comprehensive loss during the period incurred. The Company may also share in the net profits or losses of products that are commercialized pursuant to the collaboration or receive royalties on products which are successfully commercialized. On January 18, 2022, GSK elected to exercise its option to extend the exclusive target discovery period of the ongoing collaboration with the Company for an additional year to July 2023. On October 5, 2022, the Company received a one-time payment of $ 50.0 million from GSK in consideration of the exercise of the option pursuant to the GSK Agreement. The Company recognizes revenue related to the GSK Agreement as the performance obligation is satisfied using an input method to measure progress. The Company believes that actual hours incurred relative to projected hours is the most accurate measurement of progress for the input method. The Company recognized research services revenue related to the GSK Agreement of $ 13.1 million and $ 8.1 million during the three months ended December 31, 2022 and 2021, respectively, and $ 36.3 million and $ 29.3 million during the nine months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and March 31, 2022 , the Company had deferred revenue, all of which was current, related to the GSK Agreement of $ 22.9 million a nd $ 9.2 million, respectively. As of December 31, 2022 and March 31, 2022 , there was $ 3.6 million and zero , respectively, receivable related to the GSK Agreement. Cost-sharing amounts incurred subsequent to the identification of targets, included in research and development expenses, were $ 3.3 million and $ 6.3 million during the three months ended December 31, 2022 and 2021, respectively, and $ 9.5 million and $ 18.2 million during the nine months ended December 31, 2022 and 2021, respectively. Cost-sharing amounts incurred prior to the identification of targets included in cost of revenue were $ 0.2 million and $( 0.1 ) million during the three months ended December 31, 2022 and 2021, respectively, and $( 0.3 ) million and $ 0.2 million during the nine months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and March 31, 2022 , the Company had $ 9.9 million a nd $ 18.3 million, respectively, related to balances of amounts payable to GSK for reimbursement of shared costs included within accounts payable and accrued expenses and other current liabilities on the condensed consolidated balance sheets. GSK’s affiliate, Glaxo Group Limited, held shares of Class B common stock, representing a 20.1 % and 16.3 % combined voting power as of December 31, 2022 and March 31, 2022, respectively; therefore, GSK is considered to be a related party. |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | . Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: December 31, March 31, 2022 2022 (In thousands) Computer and software $ 9,992 $ 10,573 Laboratory equipment and software 52,159 51,557 Furniture and office equipment 9,117 8,926 Leasehold improvements 40,852 40,566 Capitalized asset retirement obligations 853 853 Property and equipment, gross 112,973 112,475 Less: accumulated depreciation and amortization ( 72,182 ) ( 62,624 ) Property and equipment, net $ 40,791 $ 49,851 Depreciation and amortization expense was $ 3.7 million and $ 3.9 million for the three months ended December 31, 2022 and 2021, respectively, and $ 11.5 million and $ 12.3 million for the nine months ended December 31, 2022 and 2021, respectively. Internal-Use Software, Net Internal-use software, net consisted of the following: December 31, March 31, 2022 2022 (In thousands) Capitalized internal-use software $ 22,128 $ 14,804 Less: accumulated amortization ( 8,305 ) ( 5,169 ) Internal-use software, net $ 13,823 $ 9,635 The Company capitalize d $ 3.5 million and $ 1.4 million in internal-use software during the three months ended December 31, 2022 and 2021, respectively, and $ 7.8 million and $ 3.6 million in internal-use software during the nine months ended December 31, 2022 and 2021, respectively. Impairment to internal-use software was zero and $ 0.5 million for the three and nine months ended December 31, 2022, respectively. There was no impairment to internal-use software for the three and nine months ended December 31, 2021. For the three months ended December 31, 2022 and 2021, amortization expense related to internal-use software was $ 1.1 million and $ 0.8 million, respectively. For the nine months ended December 31, 2022 and 2021, amortization expense related to internal-use s oftware was $ 3.1 million and $ 2.1 million, respectively. Intangible Assets, Net Intangible assets, net consisted of the following: December 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Carrying Amount (In thousands, except years) Customer relationships 0.8 $ 14,900 $ ( 8,692 ) $ — $ — $ 6,208 Partnerships 8.8 23,200 ( 4,160 ) ( 9,968 ) ( 1,122 ) 7,950 Trademark 3.8 11,000 ( 2,567 ) — — 8,433 Developed technology 5.8 24,100 ( 4,017 ) — — 20,083 Non-compete agreements 3.8 2,800 ( 653 ) — — 2,147 Patents 5.7 5,500 ( 959 ) — — 4,541 Total intangible assets $ 81,500 $ ( 21,048 ) $ ( 9,968 ) $ ( 1,122 ) $ 49,362 March 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands, except years) Customer relationships 1.6 $ 14,900 $ ( 3,104 ) $ 11,796 Partnerships 6.6 23,200 ( 1,558 ) 21,642 Trademark 4.6 11,000 ( 917 ) 10,083 Developed technology 6.6 24,100 ( 1,436 ) 22,664 Non-compete agreements 4.6 2,800 ( 233 ) 2,567 Patents 6.4 5,500 ( 347 ) 5,153 Total intangible assets $ 81,500 $ ( 7,595 ) $ 73,905 Amortization expense for intangible assets was $ 4.5 million and $ 3.0 million for the three months ended December 31, 2022 and 2021, respectively, and $ 13.4 million and $ 3.0 million for the nine months ended December 31, 2022 and 2021, respectively. During the three months ended December 31, 2022, the Company recorded a $ 10.0 million impairment charge for the U.K. partnership asset group within sales and marketing expenses in its Consumer and Research segment. Estimated future amortization expense of the identified intangible assets as of December 31, 2022 were as follows: Estimated Amortization (In thousands) Fiscal years ending March 31, 2023 (Remaining three months) $ 3,842 2024 12,265 2025 7,919 2026 7,919 2027 6,770 Thereafter 10,647 Total estimated future amortization expense $ 49,362 Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: December 31, March 31, 2022 2022 (In thousands) Accrued payables $ 16,922 $ 20,937 Accrued compensation and benefits 37,859 14,898 Accrued clinical expenses 12,684 6,717 Accrued taxes and other 1,571 2,036 Total accrued expenses and other current liabilities $ 69,036 $ 44,588 |
Leases
Leases | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | . Leases The Company’s lease portfolio includes leased offices, dedicated lab facility and storage space, and dedicated data center facility space, with remaining contractual periods from 0.2 years to 8.6 years. For purposes of calculating lease liabilities, lease terms may include options to extend the lease when it is reasonably certain that the Company will exercise those options. The Company incurred total lease costs of $ 3.3 million and $ 3.4 million for the three months ended December 31, 2022 and 2021, respectively, an d $ 10.1 m illion and $ 10.2 million for the nine months ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: December 31, 2022 (In thousands) Fiscal years ending March 31, 2023 (Remaining three months) $ 2,551 2024 14,934 2025 14,464 2026 11,105 2027 11,348 Thereafter 53,095 Total future operating lease payments 107,497 Less: imputed interest ( 27,897 ) Total operating lease liabilities $ 79,600 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | . Commitments and Contingencies Non-cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments for goods or services with various parties. As of December 31, 2022, the Company had a total of $ 41.5 million in outstanding non-cancelable purchase obligations with a term of 12 months or longer. Legal Matters On December 10, 2019, Celmatix Inc. (“Celmatix”) filed a lawsuit in the Supreme Court of the State of New York against the Company asserting claims against the Company for breach of contract and the implied covenant of good faith and fair dealing, and tortious interference with contract and prospective economic advantage, alleging damages that, according to the compliant, plaintiff “believed to be in excess of $ 100 million.” On February 14, 2020, the Company filed its answer, denying all of the material allegations of the complaint and asserting counterclaims against Celmatix for breach of contract. Celmatix amended its complaint on July 13, 2021, asserting an additional claim against the Company for fraudulent inducement of contract. On July 19, 2021, the Company filed its answer to the amended complaint, denying all of the material allegations and asserting a counterclaim and an additional defense of fraudulent inducement of contract. On October 29, 2021, both parties made motions for partial summary judgment in their favor. Briefing of the parties’ respective motions was completed in December 2021. On March 30, 2022, the Company and Celmatix agreed to a settlement, pursuant to which the Company made a payment of $ 10.0 million net of insurance coverage and all claims and counter-claims were released. The parties filed a Stipulation of Dismissal and Discontinuance with Prejudice on April 22, 2022. On April 25, 2022, the presiding judge entered an order noting that the motions for summary judgment are moot, canceling all future appearances and marking the case as disposed. As a result of the settlement, the Company recorded a net loss on litigation settlement of $ 10.0 million during the fiscal year ended March 31, 2022. Indemnification As of December 31, 2022, the Company did not have any indemnification claims. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | . Stockholders' Equity Common Stock On the Closing Date, in connection with the Merger, the Company amended and restated its certificate of incorporation to authorize 1,490,000,000 shares of common stock, of which 1,140,000,000 shares are designated Class A common stock and 350,000,000 shares are designated Class B common stock, each with a par value of $ 0.0001 per share. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock upon transfer (except for certain permitted transfers). The Company has the following shares of common stock outstanding: December 31, March 31, 2022 2022 Class A common stock: (par value $0.0001) Authorized 1,140,000,000 1,140,000,000 Issued and outstanding (1)(2) 288,629,645 228,174,718 Class B common stock: (par value $0.0001) Authorized 350,000,000 350,000,000 Issued and outstanding 168,531,838 220,637,603 (1) As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders. (2) As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity . Reserve for Issuance The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis: December 31, March 31, 2022 2022 Outstanding stock options 69,089,621 73,609,565 Outstanding restricted stock units 27,745,454 10,676,378 Remaining shares available for future issuance under 2021 Incentive Equity Plan 42,512,084 48,895,572 Remaining shares available for future issuance under Employee Stock Purchase Plan 10,289,663 11,420,000 Total shares of common stock reserved 149,636,822 144,601,515 Preferred Stock Pursuant to the Company’s amended and restated certificate of incorporation, the Company is authorized to issue 10,000,000 shares of preferred stock, each with a par value of $ 0.0001 per share. The Company’s Board of Directors has the authority to issue shares of the preferred stock in one or more series and to determine the preferences, privileges, and restrictions, including voting rights, of those shares. As of December 31, 2022 and March 31, 2022, no shares of preferred stock were issued and outstanding. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | 11. Equity Incentive Plans and Stock-Based Compensation Equity Incentive Plans In 2006, 23andMe, Inc. established its 2006 Equity Incentive Plan, as amended (the “2006 Plan”), which provides for the grant of stock options and restricted stock to its employees, directors, officers, and consultants. The 2006 Plan allows for time-based or performance-based vesting for the awards. The 2006 Plan has been amended and restated at various times since its adoption. On June 10, 2021, the shareholders of VGAC approved the 23andMe Holding Co. 2021 Incentive Equity Plan (the “2021 Plan”) and reserved 136,000,000 authorized shares of the Company’s Class A common stock for issuance thereunder. In addition, all equity awards of 23andMe, Inc. that were issued under the 2006 Plan were converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A common stock. As a result, each 23andMe, Inc. stock option was converted into an option to purchase shares of the Company’s Class A common stock based on an exchange ratio of 2.293698169 . As of the effective date of the 2021 Plan, no further stock awards have been or will be granted under the 2006 Plan. In November 2021, in connection with the Lemonaid Acquisition, the Company registered an additional 2,990,386 shares of Class A common stock issuable under the 2021 Plan, which represent shares of Class A common stock issuable in exchange for outstanding options initially granted under Lemonaid Health’s 2014 Equity Incentive Plan, as amended. The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting in 2022, in an amount equal to (i) 22,839,019 shares of Class A common stock, (ii) 3.0 % of the aggregate number of shares of Class A common stock and Class B common stock outstanding, or (iii) a lesser number of shares determined by the Company’s Board of Directors prior to the applicable January 1 (the “Evergreen Provision”). On June 15, 2022, in accordance with the Evergreen Provision, the Company registered an additional 13,384,415 shares of Class A common stock issuable under the 2021 Plan. Options under the 2021 Plan have a contractual life of up to ten years . The exercise price of a stock option shall not be less than 100 % of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. For Incentive Stock Options (“ISO”) as defined in the Internal Revenue Code of 1986, as amended (the “Code”), the exercise price of an ISO granted to a 10 % stockholder shall not be less than 110 % of the estimated fair value of the underlying stock on the date of grant as determined by the Board of Directors. The Company’s options generally vest over four years. Under the 2021 Plan, stock option awards entitle the holder to receive one share of Class A common stock for every option exercised. Restricted stock units (“RSUs”) granted under the 2021 Plan vest ratably over a period ranging from one to four years and are subject to the participant’s continuing service to the Company over that period. Until vested, RSUs do not have the voting and dividend participation rights of Class A common stock and the shares underlying the awards are not considered issued and outstanding. In February 2022, the Compensation Committee of the Company’s Board of Directors adopted a RSU conversion and deferral program for non-employee directors. The purpose of the program is to provide non-employee directors with the option to convert all or a portion of their cash compensation into a RSU award under the 2021 Plan and the opportunity to defer settlement of all or a portion of their RSU awards. As of December 31, 2022, four non-employee directors have elected to convert all of their cash compensation into RSU awards, and two non-employee directors have elected to defer settlement of their RSU awards under the program. On June 9, 2022, the Compensation Committee of the Company’s Board of Directors adopted an annual incentive plan (the “2022 AIP”), pursuant to which, beginning in fiscal year 2023, which began on April 1, 2022, employees and certain service providers of 23andMe, Inc. and its affiliates will be eligible to receive annual incentive bonuses in the form of cash or RSUs issued by the Company under the 2021 Plan, based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. If the pre-established performance metrics for the one-year performance period ending March 31, 2023 are achieved, the Company anticipates that the 2022 annual incentive bonuses will be paid in the form of RSUs (collectively, the “2022 AIP Awards”). The number of RSUs will be determined by dividing the dollar amount of the 2022 AIP Awards by the trailing average closing price of the Company’s Class A common stock for the 90 days preceding the date of payment. The Company accounts for the 2022 AIP Awards as liability awards and adjusts the liability and corresponding expenses at the end of each quarter until the date of settlement, considering the probability that the performance conditions will be satisfied. The Company recorded stock-based compensation expense related to the 2022 AIP Awards of $ 10.0 million and $ 19.8 million for the three and nine months ended December 31, 2022, respectively. As of December 31, 2022, the liability of the 2022 AIP Awards was $ 19.8 million, which was included in other current liabilities on the condensed consolidated balance sheet. Stock Option Activity Stock option activity and activity regarding shares available for grant under the 2021 Plan are as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (In thousands, except share, years, and per share data) Balance as of March 31, 2022 73,609,565 $ 4.21 6.9 $ 35,979 Granted 4,866,230 $ 3.50 Exercised ( 2,592,856 ) $ 1.57 Cancelled/forfeited/expired ( 6,793,318 ) $ 4.73 Balance as of December 31, 2022 69,089,621 $ 4.20 6.3 $ 10,109 Vested and exercisable as of December 31, 2022 46,306,985 $ 4.11 5.2 $ 7,165 The weighted average grant date fair value of options granted for the nine months ended December 31, 2022 was $ 2.42 . The intrinsic value of vested options exercised for the nine months ended December 31, 2022 was $ 4.4 million. As of December 31, 2022 , unrecognized stock-based compensation cost related to unvested stock options was $ 75.3 million, which is expected to be recognized over a weighted-average period of 2.6 years. Due to a valuation allowance on deferred tax assets, the Company did no t recognize any tax benefit from stock option exercises for the three and nine months ended December 31, 2022 and 2021. The Company estimated the fair value of options granted using the Black-Scholes option-pricing model. The fair value of stock options is being amortized on a straight-line basis over the requisite service period of the awards. The weighted average Black-Scholes assumptions used to value stock options at the grant dates are as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Min Max Min Max Min Max Min Max Expected term (years) 6.0 6.0 3.3 6.1 6.0 6.8 3.3 6.1 Expected volatility 79 % 79 % 72 % 72 % 76 % 81 % 72 % 73 % Risk-free interest rate 4.2 % 4.2 % 1.2 % 1.4 % 2.8 % 4.2 % 1.0 % 1.4 % Expected dividend yield — — — — — — — — Restricted Stock Units The following table summarizes the RSU activity under the equity incentive plans and related information: Unvested RSUs Weighted-Average Balance as of March 31, 2022 10,676,378 $ 9.70 Granted 24,694,698 $ 3.34 Vested ( 4,673,354 ) $ 6.75 Cancelled/forfeited ( 2,952,268 ) $ 5.60 Balance as of December 31, 2022 27,745,454 $ 4.97 As of December 31, 2022 , unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 128.4 million, which is expected to be recognized over a weighted-average period of 3.1 years. Stock Subject to Vesting In November 2021, in connection with the Lemonaid Acquisition, the Company granted 3,747,027 shares of Class A common stock with an aggregate grant date fair value of $ 43.9 million to two recipients, each of whom was a former stockholder and officer of Lemonaid and each of whom, following the closing of the Lemonaid Acquisition, joined the Company’s management team. The shares vest over a four-year period in quarterly installments beginning on February 1, 2022, subject to the respective recipient’s continued employment with the Company. The Company recognized stock-based compensation expense related to these awards of $ 2.8 million and $ 8.2 million for the three and nine months ended December 31, 2022, respectively, within general and administrative expenses. Unrecognized stock-based compensation expense of $ 31.1 million is expected to be recognized over a weighted average period of 2.8 years. Employee Stock Purchase Plan On June 10, 2021, the shareholders of VGAC approved the 23andMe Holding Co. Employee Stock Purchase Plan (the “ESPP”). A total of 11,420,000 shares of the Company’s Class A common stock were initially reserved for issuance under the ESPP. Pursuant to the terms of the ESPP, the number of shares of the Company’s Class A common stock reserved for issuance will automatically increase on January 1 of each calendar year, beginning on January 1, 2023, by the lesser of (i) an amount equal to one percent ( 1.0 %) of the total number of shares of Class A and Class B common stock outstanding as of the last day of the immediately preceding December 31st, (ii) 5,000,000 shares, or (iii) a lesser number of shares as determined by the Board of Directors in its discretion. As of December 31, 2022, 1,130,337 shares of the Company’s Class A common stock have been issued and 10,289,663 shares remained available for future issuance under the ESPP. The ESPP provides for concurrent 12-month offerings with successive six-month purchase intervals commencing on March 1 and September 1 of each year and purchase dates occurring on the last day of each such purchase interval (i.e., August 31 and February 28). The ESPP contains a rollover provision whereby if the price of the Company’s Class A common stock on the first day of a new offering period is less than the price on the first day of any preceding offering period, all participants in a preceding offering period with a higher first day price will be automatically withdrawn from such preceding offering period and re-enrolled in the new offering period. The rollover feature, when triggered, will be accounted for as a modification to the preceding offering period, resulting in incremental expense to be recognized over the new offering period. Stock-Based Compensation Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, is included in costs and expenses as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of revenue $ 3,200 $ 1,098 $ 8,940 $ 2,841 Research and development 15,188 7,697 39,267 18,754 Sales and marketing 2,444 1,178 7,336 2,941 General and administrative 13,506 7,436 38,225 12,937 Total stock-based compensation expense $ 34,338 $ 17,409 $ 93,768 $ 37,473 |
Income Taxes
Income Taxes | 9 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The Company computes provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period. The Company’s annual estimated effective tax rate differs from the U.S. federal statutory rate primarily as a result of a valuation allowance against its deferred tax assets. An income tax benefit of $ 0.6 million and $ 2.1 million was recognized for the three and nine months ended December 31, 2022, respectively, and $ 3.5 million for both the three and nine months ended December 31, 2021. This benefit from income taxes is reflected on the condensed consolidated statements of operations and comprehensive loss for the periods presented. The Company continues to maintain a full valuation allowance on the remaining net deferred tax assets of the U.S. entities as it is more likely than not that the Company will not realize the deferred tax assets. Utilization of net operating loss carryforwards may be subject to future annual limitations provided by Section 382 of the Code and similar state provisions. The Company files income tax returns in the U.S. federal jurisdiction, various states, and the United Kingdom. The Company is not currently under examination by income tax authorities in federal, state, or other jurisdictions. All tax returns will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss or credits. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 13. Net Loss Per Share Attributable to Common Stockholders The net loss attributable to common stockholders is allocated on a proportionate basis, and the resulting net loss per share is identical for Class A and Class B common stock under the two-class method. No di vidends were declared or paid for the three and nine months ended December 31, 2022 and 2021. The Company’s stock options, early exercised stock options, RSUs, and restricted stock awards subject to vesting are considered to be potential common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive. Net loss attributable to common stockholders was equivalent to net loss for all periods presented. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B (In thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 57,490 ) $ ( 34,471 ) $ ( 25,829 ) $ ( 63,567 ) $ ( 144,000 ) $ ( 103,558 ) $ ( 36,672 ) $ ( 111,274 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 283,449,950 169,957,252 123,255,556 303,335,555 261,728,144 188,221,685 82,912,004 251,579,901 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.20 ) $ ( 0.20 ) $ ( 0.21 ) $ ( 0.21 ) $ ( 0.55 ) $ ( 0.55 ) $ ( 0.44 ) $ ( 0.44 ) The potential shares of Class A common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive were as follows (there were none for Class B common stock for both periods presented): As of December 31, 2022 2021 Outstanding stock options 69,089,621 66,252,927 Restricted stock units 27,745,454 9,701,083 Shares subject to vesting 2,810,271 3,747,027 Liability RSU awards 724,506 — ESPP 3,713,166 — Total 104,083,018 79,701,037 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On February 6, 2 023, the Company filed a shelf Registration Statement on Form S-3 with the SEC, relating to the sale, from time to time, in one or more transactions, of up to $ 500 million of common stock, preferred stock, debt securities, warrants, and units (the “Shelf Registration Statement”). Also, on February 6, 2 023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (the “Agent”), pursuant to which the Company may sell, from time to time, at its option, up to $ 150 million in aggregate principal amount of an indeterminate amount of shares (the “ATM Shares”) of the Company’s Class A common stock, $ 0.0001 par value per share, through the Agent, as the Company’s sales agent. Subject to the terms of the Sales Agreement, the Agent will use reasonable efforts to sell the ATM Shares from time to time, based upon the Company’s instructions (including any price, time, or size limits or other customary parameters or conditions the Company may impose), by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act and pursuant to, and only upon the effectiveness of, the Shelf Registration Statement. The Company will pay the Agent a commission of 3.0 % of the gross proceeds from the sales of the ATM Shares, if any. The Company has also agreed to provide the Agent with customary indemnification and contribution rights. The offering of the ATM Shares will terminate upon the earliest of (a) the sale of the maximum number or amount of the ATM Shares permitted to be sold under the Sales Agreement and (b) the termination of the Sales Agreement by the parties thereto. While the Company cannot provide any assurances that it will sell any ATM Shares pursuant to the Sales Agreement, the Company expects to use the net proceeds from the sale of securities under the Sales Agreement, if any, for general corporate purposes, including working capital requirements and operating expenses; the Company, however, has not allocated the net proceeds for specific purposes. As of the date of this Form 10-Q, the Company has not made any sales under the Sales Agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiaries, and variable interest entities in which it holds a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation. For the nine months ended December 31, 2022 and 2021, the Company had operations primarily in the United States and insignificant operations in the United Kingdom. There have been no changes to the Company’s significant accounting policies described in the audited consolidated financial statements for the year ended March 31, 2022 that have had a material impact on these condensed consolidated financial statements and related notes. |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of December 31, 2022 and for the three and nine months ended December 31, 2022 and 2021 and accompanying notes, are unaudited. These unaudited interim condensed consolidated financial statements (the “condensed consolidated financial statements”) have been prepared in accordance with GAAP applicable to interim financial statements. These financial statements are presented in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. As such, the information included herein should be read in conjunction with the consolidated financial statements and accompanying notes as of and for the year ended March 31, 2022 (the “audited consolidated financial statements”) that were included in the Company’s Annual Report on Form 10-K filed with the SEC on May 27, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 9, 2022. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of December 31, 2022 and its condensed consolidated results of operations and cash flows for the three and nine months ended December 31, 2022 and 2021. The results of operations for the three and nine months ended December 31, 2022 are not necessarily indicative of the results expected for the year ending March 31, 2023 or any other future interim or annual periods. As a result of the Merger, prior period share and per share amounts presented in the accompanying condensed consolidated financial statements and these related notes have been retroactively converted. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal year 2023 and 2022 refer to the fiscal years ending and ended March 31, 2023 and 2022, respectively. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period and the accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to the determination of standalone selling price for various performance obligations; the estimated expected benefit period for the rate and recognition pattern of breakage revenue for purchases where a saliva collection kit (“Kit”) is never returned for processing; the capitalization and estimated useful life of internal use software; the useful life of long-lived assets; fair value of intangible assets acquired in business combinations; the carrying value of goodwill; the incremental borrowing rate for operating leases; stock-based compensation including the determination of the fair value of stock options, as well as the Company’s common stock prior to the Closing Date of the Merger; and the valuation of deferred tax assets and uncertain tax positions. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ from these estimates, and such differences could be material to the condensed consolidated financial statements. The coronavirus (“COVID-19”) pandemic has created significant global economic uncertainty and resulted in the slowdown of economic activity. COVID-19 has disrupted the Company’s general business operations since March 2020 and the Company expects that such disruption will continue for an unknown period. As the Company continues to closely monitor the COVID-19 pandemic, its top priority remains protecting the health and safety of the Company’s employees. Safety guidelines and procedures, including enhanced sanitization and air filtration, have been developed for on-site employees and these policies are regularly monitored. The Company is not aware of any specific event or circumstance that would require revisions to estimates, updates to judgments, or adjustments to the carrying value of assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the condensed consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the condensed consolidated financial statements. |
Concentration of Supplier Risk | Concentration of Supplier Risk Certain of the raw materials, components and equipment associated with the deoxyribonucleic acid (“DNA”) microarrays and Kits used by the Company in the delivery of its services are available only from third-party suppliers. The Company also relies on a third-party laboratory service for the processing of its customer samples. Shortages and slowdowns could occur in these essential materials, components, equipment, and laboratory services due to an interruption of supply or increased demand in the industry. If the Company were unable to procure certain materials, components, equipment, or laboratory services at acceptable prices, it would be required to reduce its laboratory operations, which could have a material adverse effect on its results of operations. A single supplier accounted for 100 % of the Company’s total purchases of microarrays and a separate single supplier accounted for 100 % of the Company’s total purchases of Kits for the three and nine months ended December 31, 2022 and 2021. One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and nine months ended December 31, 2022 and 2021. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk include cash, cash equivalents, and accounts receivable. The Company maintains its cash and cash equivalents with high-quality financial institutions in the United States, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Revenue Recognition within Note 2, “ Summary of Significant Accounting Policies, ” for additional information regarding geographical disaggregation of revenue. The Company grants credit to its customers in the normal course of business, performs ongoing credit evaluations of its customers, and does not require collateral. The Company regularly monitors the aging of accounts receivable balances. Significant customer information is as follows: December 31, March 31, 2022 2022 Percentage of accounts receivable: Customer B 14 % 0 % Customer C 70 % 25 % Customer F 12 % 19 % Customer G 0 % 44 % Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Percentage of revenue: Customer C 22 % 17 % 20 % 19 % Customer B 20 % 14 % 18 % 17 % Intangible Assets Acquired intangible assets consist of identifiable intangible assets resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships, and trademark, and general and administrative expense for non-compete agreements, in the consolidated statements of operations and comprehensive loss. Other intangible assets consist of purchased patents. Intangible assets are carried at cost less accumulated amortization and are amortized over the period of estimated benefit using the straight-line method and their estimated useful lives. Amortization for patents is recognized in research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Each period the Company evaluates finite-lived intangible assets to determine whether there have been any events or changes in circumstances which indicate that its carrying amount may not be recoverable. During the three months ended December 31, 2022, due to decreased revenue associated with a delayed product launch and margin forecasts for the U.K. partnership business, the Company performed an interim quantitative impairment test for the U.K. partnership asset group as of December 31, 2022. The fair value of the asset group was calculated using a discounted cash flow and was determined to be lower than its carrying value. As a result, the Company recorded a $ 10.0 million impairment charge to write down the value of the partnership intangible asset to its estimated fair value as of December 31, 2022. The charge was recorded within sales and marketing expenses in its Consumer and Research segment in the unaudited condensed consolidated statements of operations and comprehensive loss. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“Topic 606”), the Company recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration, which the Company expects to receive in exchange for transferring the products or services to a customer (“transaction price”). The transaction price includes various forms of variable consideration, as discussed below. In general, the transaction price is paid by customers at contract inception. For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price (“SSP”) price basis. The SSP is determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied. Determining the SSP for performance obligations requires significant judgment. The SSP for each performance obligation is based on the prices at which the Company separately sells the products and services. If an observable price from stand-alone sales is not available, the Company uses the adjusted market assessment approach, using reasonably available information and applicable inputs, to estimate the selling price of each performance obligation. PGS The Company generates PGS revenue by providing customers with a broad suite of genetic reports, including information on customers’ genetic ancestral origins, personal genetic health risks, and chances of passing on certain rare carrier conditions to their children, as well as reports on how genetics can impact responses to medication. The Company’s contracts with customers for PGS services include multiple performance obligations: (1) initial ancestry reports, (2) ancestry updates, (3) initial health reports, (4) health updates, and (5) subscriptions for extended health insights with access to exclusive reports and features. The transaction price for PGS revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to refunds. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company bases its estimates of variable consideration related to refunds on historical data and other information. Estimates include: (i) timing of the returns and fees incurred, (ii) pricing adjustments related to returns and fees, and (iii) the quantity of product that will be returned in the future. Significant judgment is used in determining the appropriateness of these assumptions at each reporting period. Provisions for returns are based on service-level return rates and recent unprocessed return claims, as well as relevant market events and other factors. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related PGS revenue is recognized. Based on the distribution model for PGS services and the nature of the services being provided, the Company believes there will be minimal refunds and has not experienced material historical refunds. Revenue is recognized at a point in time upon delivery of the initial ancestry reports and initial health reports to the customer, as the customer obtains control when the report is received. Revenue is recognized over time for ancestry updates and health updates over the period the customer is estimated to remain active. The Company estimates this period based on the historical average period that the customer continues to engage with the available report updates after the delivery of the initial reports. These updates are provided to the customer, when and if available, throughout the estimated period of activity during which the customer interacts with the PGS service. The Company re-evaluates these estimates at the end of each reporting period and adjusts accordingly. The Company has determined that access to the updates, when and if available, that are provided over the estimated period qualifies as a series of distinct goods or services, for which revenue is recognized ratably over the period estimated by the Company. Subscription revenue for extended health insights is recognized ratably over the contractual subscription period as the customer benefits from having access to these insights evenly throughout this period. The Company sells through multiple channels, including direct to consumer via the Company’s website and through online retailers. If the customer does not return the Kit for processing, services cannot be completed by the Company, potentially resulting in unexercised rights (“breakage”) revenue. To estimate breakage, the Company applies the practical expedient available under Topic 606 to assess its customer contracts on a portfolio basis as opposed to individual customer contracts, due to the similarity of customer characteristics, at the sales channel level. The Company recognizes the breakage amounts as revenue, proportionate to the pattern of revenue recognition of the returning Kits in these respective sales channel portfolios. The Company estimates breakage for the portion of Kits not expected to be returned using an analysis of historical data and considers other factors that could influence customer Kit return behavior. The Company updates its breakage rate estimate periodically and, if necessary, adjusts the deferred revenue balance accordingly. If actual Kit return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. The Company recognized breakage revenue from unreturned Kits of $ 6.8 million and $ 4.1 million for the three months ended December 31, 2022 and 2021, respectively, and $ 17.8 million and $ 12.8 million for the nine months ended December 31, 2022 and 2021, respectively. Fees paid to certain sales channel partners include, in part, compensation for obtaining PGS contracts. Such contracts have an amortization period of one year or less, and the Company has applied the practical expedient to recognize these costs as sales and marketing expenses when incurred. During the three and nine months ended December 31, 2022, the Company did not recognize any PGS revenue for performance obligations satisfied in prior periods. Research Services The Company generates research services revenue by performing research services under agreements with third parties relating to the use of the Company’s genotypic and phenotypic data to perform various research activities, including identifying promising drug targets and further researching specific ailments or patient treatment areas. The Company’s contracts with customers for research services can include multiple performance obligations: (1) genotyping, (2) survey, (3) data analysis, (4) recruitment, (5) web development, (6) project management, and (7) dedicated research time. The transaction price for research services revenue includes the amount of fixed consideration the Company expects to receive, as well as variable consideration including, but not limited to, per participant fees, additional compensation for certain industry approvals, payments for milestones achieved early, and penalties for customer delays. The Company estimates the amount of variable consideration that should be included in the transaction price using the most likely amount method. The Company bases its estimates of variable consideration on historical data and other available information. The Company includes an estimated amount of variable consideration in the transaction price only if it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. Based on the historical data available, the Company believes there will be minimal amounts of variable consideration earned and, as such, the transaction price for research services is not materially impacted. Variable consideration estimates are revisited at the end of each reporting period and adjustments are made accordingly. To recognize revenue, the Company compares actual hours incurred to date to the overall total expected hours that will be required to satisfy the performance obligation. The use of personnel hours is a reasonable measure of progress as the Company fulfills its contractual obligations through research performed by the Company's personnel. Revenues are recognized over time as the hours are incurred. All estimates are reviewed by the Company at the end of each reporting period and adjustments are made accordingly. During the three and nine months ended December 31, 2022, the Company did not recognize any research services revenue for performance obligations satisfied in prior periods. Telehealth The Company generates telehealth revenues from pharmacy fees, patient fees, and membership fees. The transaction price for telehealth services includes the amount of fixed consideration the Company expects to receive, as well as variable consideration related to sales deductions, including (1) product returns, including return estimates and (2) fees for transaction processing and chargebacks. The Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method. The Company estimates the amount of sales that may be refunded and records the estimate as a reduction of revenue and a refund liability in the period the related telehealth revenue is recognized. The Company's customers have limited return rights related to the telehealth services. The Company has not historically experienced material returns and believes there will be minimal returns in the future. As such, the transaction price for telehealth services is not materially impacted. Provisions for transaction fees and chargebacks are primarily based on customer-level contractual terms. Accruals and related reserves are adjusted as new information becomes available, which generally consists of actual transaction fees and chargebacks processed relating to sales recognized. Pharmacy fees, net – The Company primarily generates revenue through sale and delivery of prescription medications from the Affiliated Pharmacies (as defined below). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions, requests a prescription, or chooses to refill, and provides access to payment. The Company has determined that these contracts contain one performance obligation. Revenue is recognized at the point in time in which prescription services are rendered for these transactions. Fees are charged as prescription services are rendered. Revenue is recorded net of refunds and transaction fees. Patient fees, net – The Company primarily generates revenue through the PMCs (as defined below) from patient visit fees, which include healthcare professional consultations, lab testing, and ordering prescriptions. A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and provides access to payment. The Company has determined that each service event is a distinct performance obligation. Revenue is recognized at the point in time in which services are rendered for these transactions. Fees are charged upfront prior to services being rendered and are allocated to each obligation to provide services to the patient. Revenue is recorded net of refunds, transaction fees, and pass-through lab and prescription costs. Membership fees, net – The Company generates revenue through membership fees from patients, which includes a membership for unlimited medical visits and unlimited prescriptions during the membership period (generally one, three or twelve months). A contract is entered into with a patient when the patient accepts the Company’s terms and conditions and makes a pre-payment for the membership term. The Company has determined that access to the services over the membership period qualifies as a series of distinct goods or services for which revenue is recognized ratably over the respective membership period. Revenue is recorded net of refunds. Deferred revenue consists of advance payments from members related to membership performance obligations that have not been satisfied for memberships. In providing telehealth services that include professional medical consultations, the Company maintains relationships with various affiliated professional medical corporations (“PMCs”). PMCs are organized under state law as professional entities that are owned by physicians licensed in the applicable state and that engage licensed healthcare professionals (each, a “Provider” and collectively, the “Providers”) to provide consultation services. See Note 4, “ Variable Interest Entities ,” for additional details. The Company accounts for service revenue as a principal in the arrangement with its patients. Additionally, with respect to its telehealth services involving the sale of prescription products, the Company maintains relationships with affiliated pharmacies (collectively, the “Affiliated Pharmacies”) to fill prescriptions that are ordered by the Company’s patients. The Company accounts for prescription product revenue as a principal in the arrangement with its patients. During the three and nine months ended December 31, 2022, the Company did not recognize any telehealth revenue for performance obligations satisfied in prior periods. Disaggregation of Revenue The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) Point in Time PGS $ 37,499 56 % $ 35,090 62 % $ 117,300 57 % $ 121,516 71 % Telehealth 8,592 13 % 6,146 11 % 27,124 13 % 6,146 4 % Consumer services 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Research services — 0 % — 0 % — 0 % — 0 % Total (1) 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Over Time PGS 5,100 7 % 3,277 6 % 14,316 7 % 9,189 5 % Telehealth 2,451 4 % 1,527 3 % 7,471 3 % 1,527 1 % Consumer services 7,551 11 % 4,804 8 % 21,787 10 % 10,716 6 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) 20,849 31 % 15,655 28 % 62,688 30 % 43,672 25 % Revenue by Category PGS 42,599 64 % 38,367 67 % 131,616 63 % 130,705 76 % Telehealth 11,043 16 % 7,673 14 % 34,595 17 % 7,673 5 % Consumer services 53,642 80 % 46,040 81 % 166,211 80 % 138,378 81 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) United States $ 46,770 70 % $ 41,741 73 % $ 147,425 71 % $ 120,706 70 % United Kingdom 16,194 24 % 10,779 19 % 47,198 23 % 37,020 22 % Canada 2,866 4 % 3,065 6 % 8,744 4 % 9,052 5 % Other regions 1,110 2 % 1,306 2 % 3,745 2 % 4,556 3 % Total $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % Contract Balances Accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts associated with contractual rights related to consideration for performance obligations and are included in prepaid expenses and other current assets on the condensed consolidated balance sheets. The amount of contract assets was immaterial as of December 31, 2022 and March 31, 2022. Contract liabilities consist of deferred revenue. Revenue is deferred when the Company invoices in advance of fulfilling performance obligations under a contract. Deferred revenue primarily relates to Kits that have been shipped to consumers and non-consigned retail sites but not yet returned for processing by the consumer, as well as research services billed in advance of performance. Deferred revenue is recognized when the obligation to deliver results to the customer is satisfied and when research services are ultimately performed. Deferred revenue also consists of advance payments from members related to membership performance obligations and from customers related to subscription for extended health insight performance obligations that have not been satisfied as of the balance sheet date. Deferred revenue is recognized when the obligation to deliver membership services or subscription services is satisfied. As of December 31, 2022 and 2021, deferred revenue for consumer services was $ 83.8 million and $ 83.4 million, respectively. Of the $ 51.3 million and $ 39.3 million of deferred revenue for consumer services as of March 31, 2022 and 2021, respectively, the Company recognized $ 42.2 million and $ 36.1 million as revenue during the nine months ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, deferred revenue for research services was $ 25.1 million and $ 28.6 million, respectively, which included related party deferred revenue amounts of $ 22.9 million and $ 26.2 million, respectively. Of the $ 11.6 million and $ 31.9 million of deferred revenue for research services as of March 31, 2022 and 2021, respectively, the Company recognized $ 9.6 million and $ 30.2 million as revenue during the nine months ended December 31, 2022 and 2021, respectively, which included related party revenue amounts of $ 9.2 million and $ 29.0 million, respectively. Remaining Performance Obligations The transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and amounts that are expected to be billed and recognized as revenue in future periods. The Company has utilized the practical expedient available under Topic 606 to not disclose the value of unsatisfied performance obligations for PGS and telehealth as those contracts have an expected length of one year or less. As of December 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 31.3 million. The Company expects to recognize revenue on 95% of t his amount over the next 12 months and the remainder thereafter. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements. |
Intangible Assets | Intangible Assets Acquired intangible assets consist of identifiable intangible assets resulting from business combinations. Acquired finite-lived intangible assets are initially recorded at fair value and are amortized on a straight-line basis over their estimated useful lives. Amortization expense is recognized within cost of revenue for developed technology, sales and marketing expense for customer relationships, partnerships, and trademark, and general and administrative expense for non-compete agreements, in the consolidated statements of operations and comprehensive loss. Other intangible assets consist of purchased patents. Intangible assets are carried at cost less accumulated amortization and are amortized over the period of estimated benefit using the straight-line method and their estimated useful lives. Amortization for patents is recognized in research and development and general and administrative expenses in the consolidated statements of operations and comprehensive loss. Each period the Company evaluates finite-lived intangible assets to determine whether there have been any events or changes in circumstances which indicate that its carrying amount may not be recoverable. During the three months ended December 31, 2022, due to decreased revenue associated with a delayed product launch and margin forecasts for the U.K. partnership business, the Company performed an interim quantitative impairment test for the U.K. partnership asset group as of December 31, 2022. The fair value of the asset group was calculated using a discounted cash flow and was determined to be lower than its carrying value. As a result, the Company recorded a $ 10.0 million impairment charge to write down the value of the partnership intangible asset to its estimated fair value as of December 31, 2022. The charge was recorded within sales and marketing expenses in its Consumer and Research segment in the unaudited condensed consolidated statements of operations and comprehensive loss. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive income. T he Company’s changes in foreign currency translation represents the components of other comprehensive income that are excluded from the reported net loss. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (”FASB”) issued Accounting Standards Update (“ASU”) No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) , which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity, and clarifies the guidance on the computation of earnings per share for those financial instruments. The guidance was effective for the Company beginning April 1, 2022. The Company adopted ASU 2020-06 as of April 1, 2022, and the adoption did not have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Customer Information | Significant customer information is as follows: December 31, March 31, 2022 2022 Percentage of accounts receivable: Customer B 14 % 0 % Customer C 70 % 25 % Customer F 12 % 19 % Customer G 0 % 44 % Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Percentage of revenue: Customer C 22 % 17 % 20 % 19 % Customer B 20 % 14 % 18 % 17 % |
Summary Of Revenue By Category | The following table presents revenue by category: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) Point in Time PGS $ 37,499 56 % $ 35,090 62 % $ 117,300 57 % $ 121,516 71 % Telehealth 8,592 13 % 6,146 11 % 27,124 13 % 6,146 4 % Consumer services 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Research services — 0 % — 0 % — 0 % — 0 % Total (1) 46,091 69 % 41,236 72 % 144,424 70 % 127,662 75 % Over Time PGS 5,100 7 % 3,277 6 % 14,316 7 % 9,189 5 % Telehealth 2,451 4 % 1,527 3 % 7,471 3 % 1,527 1 % Consumer services 7,551 11 % 4,804 8 % 21,787 10 % 10,716 6 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) 20,849 31 % 15,655 28 % 62,688 30 % 43,672 25 % Revenue by Category PGS 42,599 64 % 38,367 67 % 131,616 63 % 130,705 76 % Telehealth 11,043 16 % 7,673 14 % 34,595 17 % 7,673 5 % Consumer services 53,642 80 % 46,040 81 % 166,211 80 % 138,378 81 % Research services 13,298 20 % 10,851 19 % 40,901 20 % 32,956 19 % Total (1) $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. |
Summary of Revenue by Region based on the Shipping Address of Customers | The following table summarizes revenue by region based on the shipping address of customers or the location where the services are delivered: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (In thousands, except percentages) United States $ 46,770 70 % $ 41,741 73 % $ 147,425 71 % $ 120,706 70 % United Kingdom 16,194 24 % 10,779 19 % 47,198 23 % 37,020 22 % Canada 2,866 4 % 3,065 6 % 8,744 4 % 9,052 5 % Other regions 1,110 2 % 1,306 2 % 3,745 2 % 4,556 3 % Total $ 66,940 100 % $ 56,891 100 % $ 207,112 100 % $ 171,334 100 % |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | he Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) Segment Revenue: Consumer and Research Services $ 66,940 $ 56,891 $ 207,112 $ 171,334 Total revenue (1) $ 66,940 $ 56,891 $ 207,112 $ 171,334 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 8,313 ) $ ( 31,967 ) $ ( 22,986 ) $ ( 33,232 ) Therapeutics Adjusted EBITDA ( 21,471 ) ( 19,916 ) ( 58,599 ) ( 57,046 ) Unallocated Corporate ( 13,488 ) ( 12,129 ) ( 41,057 ) ( 30,692 ) Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 91,961 ) $ ( 89,396 ) $ ( 247,558 ) $ ( 147,946 ) Adjustments Interest (income) expense, net ( 3,671 ) ( 76 ) ( 5,307 ) ( 213 ) Other (income) expense, net ( 855 ) ( 22 ) 267 ( 39 ) Change in fair value of warrant liabilities — ( 3,695 ) — ( 32,989 ) Income tax benefit ( 613 ) ( 3,512 ) ( 2,139 ) ( 3,512 ) Depreciation and amortization 5,257 4,681 15,512 14,188 Amortization of acquired intangible assets 4,265 2,898 12,847 2,898 Impairment of acquired intangible assets 9,968 — 9,968 — Stock-based compensation expense 34,338 17,409 93,768 37,473 Acquisition-related costs (2) — 7,701 — 9,170 Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. (2) For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees. |
Summary of Customers Accounting for 10% or More of Segment Revenues | Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 14,680 22 % $ 9,676 17 % $ 41,365 20 % $ 33,123 19 % Customer B (2) $ 13,068 20 % $ 8,069 14 % $ 36,258 18 % $ 29,281 17 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis: December 31, 2022 Fair Value Level 1 Level 2 Level 3 (In thousands) Financial Assets: Money market funds $ 418,000 $ 418,000 $ — $ — Total financial assets $ 418,000 $ 418,000 $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments [Table Text Block] | Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands, except percentages) Consumer and Research Services Segment Revenue: Customer C (1) $ 14,680 22 % $ 9,676 17 % $ 41,365 20 % $ 33,123 19 % Customer B (2) $ 13,068 20 % $ 8,069 14 % $ 36,258 18 % $ 29,281 17 % (1) Customer C revenues are primarily in the United States. (2) Customer B revenues are in the U.K. |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | he Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (In thousands) Segment Revenue: Consumer and Research Services $ 66,940 $ 56,891 $ 207,112 $ 171,334 Total revenue (1) $ 66,940 $ 56,891 $ 207,112 $ 171,334 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 8,313 ) $ ( 31,967 ) $ ( 22,986 ) $ ( 33,232 ) Therapeutics Adjusted EBITDA ( 21,471 ) ( 19,916 ) ( 58,599 ) ( 57,046 ) Unallocated Corporate ( 13,488 ) ( 12,129 ) ( 41,057 ) ( 30,692 ) Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 91,961 ) $ ( 89,396 ) $ ( 247,558 ) $ ( 147,946 ) Adjustments Interest (income) expense, net ( 3,671 ) ( 76 ) ( 5,307 ) ( 213 ) Other (income) expense, net ( 855 ) ( 22 ) 267 ( 39 ) Change in fair value of warrant liabilities — ( 3,695 ) — ( 32,989 ) Income tax benefit ( 613 ) ( 3,512 ) ( 2,139 ) ( 3,512 ) Depreciation and amortization 5,257 4,681 15,512 14,188 Amortization of acquired intangible assets 4,265 2,898 12,847 2,898 Impairment of acquired intangible assets 9,968 — 9,968 — Stock-based compensation expense 34,338 17,409 93,768 37,473 Acquisition-related costs (2) — 7,701 — 9,170 Total Adjusted EBITDA $ ( 43,272 ) $ ( 64,012 ) $ ( 122,642 ) $ ( 120,970 ) (1) There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. (2) For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following: December 31, March 31, 2022 2022 (In thousands) Computer and software $ 9,992 $ 10,573 Laboratory equipment and software 52,159 51,557 Furniture and office equipment 9,117 8,926 Leasehold improvements 40,852 40,566 Capitalized asset retirement obligations 853 853 Property and equipment, gross 112,973 112,475 Less: accumulated depreciation and amortization ( 72,182 ) ( 62,624 ) Property and equipment, net $ 40,791 $ 49,851 |
Schedule of Internal Use Software, Net | Internal-use software, net consisted of the following: December 31, March 31, 2022 2022 (In thousands) Capitalized internal-use software $ 22,128 $ 14,804 Less: accumulated amortization ( 8,305 ) ( 5,169 ) Internal-use software, net $ 13,823 $ 9,635 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: December 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Cumulative Impairment Charge Cumulative Currency Translation Net Carrying Amount (In thousands, except years) Customer relationships 0.8 $ 14,900 $ ( 8,692 ) $ — $ — $ 6,208 Partnerships 8.8 23,200 ( 4,160 ) ( 9,968 ) ( 1,122 ) 7,950 Trademark 3.8 11,000 ( 2,567 ) — — 8,433 Developed technology 5.8 24,100 ( 4,017 ) — — 20,083 Non-compete agreements 3.8 2,800 ( 653 ) — — 2,147 Patents 5.7 5,500 ( 959 ) — — 4,541 Total intangible assets $ 81,500 $ ( 21,048 ) $ ( 9,968 ) $ ( 1,122 ) $ 49,362 March 31, 2022 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In thousands, except years) Customer relationships 1.6 $ 14,900 $ ( 3,104 ) $ 11,796 Partnerships 6.6 23,200 ( 1,558 ) 21,642 Trademark 4.6 11,000 ( 917 ) 10,083 Developed technology 6.6 24,100 ( 1,436 ) 22,664 Non-compete agreements 4.6 2,800 ( 233 ) 2,567 Patents 6.4 5,500 ( 347 ) 5,153 Total intangible assets $ 81,500 $ ( 7,595 ) $ 73,905 |
Summary of Future Amortization of Intangible Assets | Estimated future amortization expense of the identified intangible assets as of December 31, 2022 were as follows: Estimated Amortization (In thousands) Fiscal years ending March 31, 2023 (Remaining three months) $ 3,842 2024 12,265 2025 7,919 2026 7,919 2027 6,770 Thereafter 10,647 Total estimated future amortization expense $ 49,362 |
Schedule of Accrued Expense and Other Current Liabilities | Accrued expense and other current liabilities consisted of the following: December 31, March 31, 2022 2022 (In thousands) Accrued payables $ 16,922 $ 20,937 Accrued compensation and benefits 37,859 14,898 Accrued clinical expenses 12,684 6,717 Accrued taxes and other 1,571 2,036 Total accrued expenses and other current liabilities $ 69,036 $ 44,588 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability | As of December 31, 2022, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: December 31, 2022 (In thousands) Fiscal years ending March 31, 2023 (Remaining three months) $ 2,551 2024 14,934 2025 14,464 2026 11,105 2027 11,348 Thereafter 53,095 Total future operating lease payments 107,497 Less: imputed interest ( 27,897 ) Total operating lease liabilities $ 79,600 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of common stock outstanding shares | The Company has the following shares of common stock outstanding: December 31, March 31, 2022 2022 Class A common stock: (par value $0.0001) Authorized 1,140,000,000 1,140,000,000 Issued and outstanding (1)(2) 288,629,645 228,174,718 Class B common stock: (par value $0.0001) Authorized 350,000,000 350,000,000 Issued and outstanding 168,531,838 220,637,603 |
Schedule of Common Stock Reserved for Issuance | The Company has the following shares of Class A common stock reserved for future issuance, on an as-if-converted basis: December 31, March 31, 2022 2022 Outstanding stock options 69,089,621 73,609,565 Outstanding restricted stock units 27,745,454 10,676,378 Remaining shares available for future issuance under 2021 Incentive Equity Plan 42,512,084 48,895,572 Remaining shares available for future issuance under Employee Stock Purchase Plan 10,289,663 11,420,000 Total shares of common stock reserved 149,636,822 144,601,515 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Summary of Stock Option Activity and Activity Regarding Shares Available for Grant | Stock option activity and activity regarding shares available for grant under the 2021 Plan are as follows: Options Outstanding Outstanding Weighted-Average Weighted-Average Aggregate (In thousands, except share, years, and per share data) Balance as of March 31, 2022 73,609,565 $ 4.21 6.9 $ 35,979 Granted 4,866,230 $ 3.50 Exercised ( 2,592,856 ) $ 1.57 Cancelled/forfeited/expired ( 6,793,318 ) $ 4.73 Balance as of December 31, 2022 69,089,621 $ 4.20 6.3 $ 10,109 Vested and exercisable as of December 31, 2022 46,306,985 $ 4.11 5.2 $ 7,165 |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | The weighted average Black-Scholes assumptions used to value stock options at the grant dates are as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Min Max Min Max Min Max Min Max Expected term (years) 6.0 6.0 3.3 6.1 6.0 6.8 3.3 6.1 Expected volatility 79 % 79 % 72 % 72 % 76 % 81 % 72 % 73 % Risk-free interest rate 4.2 % 4.2 % 1.2 % 1.4 % 2.8 % 4.2 % 1.0 % 1.4 % Expected dividend yield — — — — — — — — |
Summary of Restricted Stock Awards Activity under the Equity Incentive Plan | The following table summarizes the RSU activity under the equity incentive plans and related information: Unvested RSUs Weighted-Average Balance as of March 31, 2022 10,676,378 $ 9.70 Granted 24,694,698 $ 3.34 Vested ( 4,673,354 ) $ 6.75 Cancelled/forfeited ( 2,952,268 ) $ 5.60 Balance as of December 31, 2022 27,745,454 $ 4.97 |
Schedule of Share Based Compensation Costs | Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, is included in costs and expenses as follows: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 (in thousands) (in thousands) Cost of revenue $ 3,200 $ 1,098 $ 8,940 $ 2,841 Research and development 15,188 7,697 39,267 18,754 Sales and marketing 2,444 1,178 7,336 2,941 General and administrative 13,506 7,436 38,225 12,937 Total stock-based compensation expense $ 34,338 $ 17,409 $ 93,768 $ 37,473 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders for the periods presented: Three Months Ended December 31, Nine Months Ended December 31, 2022 2021 2022 2021 Class A Class B Class A Class B Class A Class B Class A Class B (In thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 57,490 ) $ ( 34,471 ) $ ( 25,829 ) $ ( 63,567 ) $ ( 144,000 ) $ ( 103,558 ) $ ( 36,672 ) $ ( 111,274 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 283,449,950 169,957,252 123,255,556 303,335,555 261,728,144 188,221,685 82,912,004 251,579,901 Net loss per share: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.20 ) $ ( 0.20 ) $ ( 0.21 ) $ ( 0.21 ) $ ( 0.55 ) $ ( 0.55 ) $ ( 0.44 ) $ ( 0.44 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | As of December 31, 2022 2021 Outstanding stock options 69,089,621 66,252,927 Restricted stock units 27,745,454 9,701,083 Shares subject to vesting 2,810,271 3,747,027 Liability RSU awards 724,506 — ESPP 3,713,166 — Total 104,083,018 79,701,037 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Revenue recognized | $ 42,200 | $ 36,100 | ||||
Impairment charges | 10,000 | |||||
Impairment of long-lived assets | 10,126 | 0 | ||||
K I T S | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Revenue recognized | $ 6,800 | $ 4,100 | 17,800 | 12,800 | ||
Research Services | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Revenue recognized | 9,600 | 30,200 | ||||
Remaining performance obligations | 31,300 | 31,300 | ||||
Deferred revenue for customer services | 25,100 | 28,600 | 25,100 | 28,600 | $ 11,600 | $ 31,900 |
Contract with customer liability related party amount | 22,900 | 26,200 | 22,900 | 26,200 | ||
Contract with customer liability revenue recognized related party amount | 9,200 | 29,000 | ||||
Consumer services | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Deferred revenue for customer services | $ 83,800 | $ 83,400 | $ 83,800 | $ 83,400 | $ 51,300 | $ 39,300 |
Supplier Concentration Risk | Revenue Benchmark [Member] | Microarrays | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Percentage of Revenue | 100% | 100% | 100% | 100% | ||
Supplier Concentration Risk | Revenue Benchmark [Member] | K I T S | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Percentage of Revenue | 100% | 100% | 100% | 100% | ||
Supplier Concentration Risk | Revenue Benchmark [Member] | Laboratory Services | ||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||
Percentage of Revenue | 100% | 100% | 100% | 100% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Significant Customer Information (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Customer B | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | 14% | 0% | ||||
Customer C | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | 70% | 25% | ||||
Customer F | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | 12% | 19% | ||||
Customer G | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | 0% | 44% | ||||
Customer Concentration Risk [Member] | Customer B | Revenue Benchmark [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of Revenue | 20% | 14% | 18% | 17% | ||
Customer Concentration Risk [Member] | Customer C | Revenue Benchmark [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of Revenue | 22% | 17% | 20% | 19% |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Revenue by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 66,940 | $ 56,891 | $ 207,112 | $ 171,334 | |
PGS | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 42,599 | 38,367 | 131,616 | 130,705 | |
PGS | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 37,499 | 35,090 | 117,300 | 121,516 | |
PGS | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 5,100 | 3,277 | 14,316 | 9,189 | |
Telehealth | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 11,043 | 7,673 | 34,595 | 7,673 | |
Telehealth | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 2,451 | 1,527 | 7,471 | 1,527 | |
Telehealth | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 8,592 | 6,146 | 27,124 | 6,146 | |
Consumer services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 53,642 | 46,040 | 166,211 | 138,378 | |
Consumer services | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 46,091 | 41,236 | 144,424 | 127,662 | |
Consumer services | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 7,551 | 4,804 | 21,787 | 10,716 | |
Research Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 13,298 | 10,851 | 40,901 | 32,956 | |
Research Services | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 0 | 0 | 0 | 0 | |
Research Services | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | 13,298 | 10,851 | 40,901 | 32,956 | |
Service | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | 66,940 | 56,891 | 207,112 | 171,334 |
Service | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | 46,091 | 41,236 | 144,424 | 127,662 |
Service | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | $ 20,849 | $ 15,655 | $ 62,688 | $ 43,672 |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 64% | 67% | 63% | 76% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 56% | 62% | 57% | 71% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | PGS | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 7% | 6% | 7% | 5% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 16% | 14% | 17% | 5% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 4% | 3% | 3% | 1% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Telehealth | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 13% | 11% | 13% | 4% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 80% | 81% | 80% | 81% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 69% | 72% | 70% | 75% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Consumer services | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 11% | 8% | 10% | 6% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 20% | 19% | 20% | 19% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 0% | 0% | 0% | 0% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Research Services | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 20% | 19% | 20% | 19% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 100% | 100% | 100% | 100% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | Point in Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 69% | 72% | 70% | 75% |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Service | Over Time | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 31% | 28% | 30% | 25% |
[1] There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Revenue by Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 66,940 | $ 56,891 | $ 207,112 | $ 171,334 | |
Service | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | [1] | $ 66,940 | $ 56,891 | $ 207,112 | $ 171,334 |
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | Service | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 100% | 100% | 100% | 100% | |
United States | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 46,770 | $ 41,741 | $ 147,425 | $ 120,706 | |
United States | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 70% | 73% | 71% | 70% | |
United Kingdom | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 16,194 | $ 10,779 | $ 47,198 | $ 37,020 | |
United Kingdom | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 24% | 19% | 23% | 22% | |
Canada | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 2,866 | $ 3,065 | $ 8,744 | $ 9,052 | |
Canada | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 4% | 6% | 4% | 5% | |
Other | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenue | $ 1,110 | $ 1,306 | $ 3,745 | $ 4,556 | |
Other | Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of Revenue | 2% | 2% | 2% | 3% | |
[1] There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | $ 418,000 |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 418,000 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 0 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 0 |
Money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 418,000 |
Money market funds | Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 418,000 |
Money market funds | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | 0 |
Money market funds | Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Total financial assets | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair value of warrant liabilities | $ 0 | $ 3,695 | $ 0 | $ 32,989 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Feb. 04, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Mar. 31, 2022 | Jun. 16, 2021 | ||
Business Acquisition [Line Items] | ||||||
Common Stock, Par value | $ 0.0001 | $ 0.0001 | ||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 33,726 | |||||
VG Acquisition Sponsor LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Earn-out shares, Percentage | 50% | |||||
Lockup period for shares | 7 years | |||||
VG Acquisition Sponsor LLC [Member] | Maximum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share Price Thresholds Release From Lock Up | $ 15 | |||||
Class A Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Shares, Outstanding | [1],[2] | 288,629,645 | 228,174,718 | |||
Common Stock, Shares, Issued | [1],[2] | 288,629,645 | 228,174,718 | |||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Trading days | 20 days | |||||
Number of trading days after commencing | 30 days | |||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | Minimum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Share Price Thresholds Release From Lock Up | $ 12.50 | |||||
Class B Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Common Stock, Par value | $ 0.0001 | |||||
Common Stock, Shares, Outstanding | 168,531,838 | 220,637,603 | ||||
Common Stock, Shares, Issued | 168,531,838 | 220,637,603 | ||||
[1] As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity . As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders. |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Aggregate carrying value of assets | $ 1,024,654 | $ 1,024,654 | $ 1,152,068 | ||||||
Aggregate Carrying Value of total liabilities | 273,662 | 273,662 | 236,412 | ||||||
Net income (loss) | (91,961) | $ (66,065) | $ (89,532) | $ (89,396) | $ (16,524) | $ (42,026) | (247,558) | $ (147,946) | |
VIE [Member] | |||||||||
Aggregate carrying value of assets | 11,200 | ||||||||
Aggregate Carrying Value of total liabilities | $ 13,300 | ||||||||
Total Revenue | 10,000 | 7,600 | 31,100 | 7,600 | |||||
Net income (loss) | $ 3,800 | $ 0 | $ 5,900 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Company Revenue and Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ (43,272) | $ (64,012) | $ (122,642) | $ (120,970) | |||||||
Net income (loss) | (91,961) | $ (66,065) | $ (89,532) | (89,396) | $ (16,524) | $ (42,026) | (247,558) | (147,946) | |||
Adjustments | |||||||||||
Interest (income) expense, net | (3,671) | (76) | (5,307) | (213) | |||||||
Other income (expense), net | 855 | 22 | (267) | 39 | |||||||
Change in fair value of warrant liabilities | 0 | (3,695) | 0 | (32,989) | |||||||
Income tax benefit | (613) | (3,512) | (2,139) | (3,512) | |||||||
Depreciation and Amortization | 5,257 | 4,681 | 15,512 | 14,188 | |||||||
Amortization Of Acquired Intangible Assets | 4,265 | 2,898 | 12,847 | 2,898 | |||||||
Impairment of acquired intangible assets | 9,968 | 9,968 | |||||||||
Stock-based compensation expense | 34,338 | 17,409 | 93,768 | 37,473 | |||||||
Acquisition-related costs | 7,701 | [1] | 9,170 | [1] | |||||||
Total Adjusted EBITDA | (43,272) | (64,012) | (122,642) | (120,970) | |||||||
Consumer And Research Services [Member] | |||||||||||
Segment Revenue | |||||||||||
Total Revenue | 66,940 | 56,891 | 207,112 | 171,334 | |||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | (8,313) | (31,967) | (22,986) | (33,232) | |||||||
Therapeutics | |||||||||||
Segment Revenue | |||||||||||
Total Revenue | [2] | 66,940 | 56,891 | 207,112 | 171,334 | ||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | (21,471) | (19,916) | (58,599) | (57,046) | |||||||
Unallocated Corporate [Member] | |||||||||||
Segment Adjusted EBITDA | |||||||||||
Total Adjusted EBITDA | $ (13,488) | $ (12,129) | $ (41,057) | $ (30,692) | |||||||
[1] For the three and nine months ended December 31, 2021, acquisition-related costs primarily consisted of advisory, legal and consulting fees. There was no Therapeutics revenue for the three and nine months ended December 31, 2022 and 2021. |
Segment Information - Schedul_2
Segment Information - Schedule of Customer Accounting of Segment Revenue (Details) - Consumer And Research Services - Revenue Benchmark [Member] - Customer Concentration Risk [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Customer C | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenue | [1] | $ 14,680 | $ 9,676 | $ 41,365 | $ 33,123 |
Percentage of Revenue | [1] | 22% | 17% | 20% | 19% |
Customer B | |||||
Segment Reporting Information [Line Items] | |||||
Total Revenue | [2] | $ 13,068 | $ 8,069 | $ 36,258 | $ 29,281 |
Percentage of Revenue | [2] | 20% | 14% | 18% | 17% |
[1] Customer C revenues are primarily in the United States. Customer B revenues are in the U.K. |
Collaborations - Additional Inf
Collaborations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 05, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | $ 66,940 | $ 56,891 | $ 207,112 | $ 171,334 | ||
Aggregate Cash Consideration For Collaboration Arrangement | $ 50,000 | |||||
Deferred Revenue Current | 108,934 | 108,934 | $ 62,939 | |||
Prepaid expenses and other current assets | 21,367 | 21,367 | 25,139 | |||
Cost of Revenue | 36,189 | 29,628 | 112,598 | 85,446 | ||
Accounts Payable and Other Accrued Liabilities, Current | 69,036 | 69,036 | 44,588 | |||
G S K | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | 13,100 | 8,100 | 36,300 | 29,300 | ||
Deferred Revenue Current | 22,900 | 22,900 | 9,200 | |||
Prepaid expenses and other current assets | 3,600 | 3,600 | 0 | |||
Research and development expense | 3,300 | 6,300 | 9,500 | 18,200 | ||
Cost of Revenue | 200 | $ 100 | 300 | $ 200 | ||
Accounts Payable and Other Accrued Liabilities, Current | $ 9,900 | $ 9,900 | $ 18,300 | |||
Voting interest percentage | 20.10% | 16.30% |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 112,973 | $ 112,475 |
Less: accumulated depreciation and amortization | (72,182) | (62,624) |
Property and equipment, net | 40,791 | 49,851 |
Computer and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,992 | 10,573 |
Laboratory Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 52,159 | 51,557 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,117 | 8,926 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40,852 | 40,566 |
Capitalized Asset Retirement Obligations | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 853 | $ 853 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 3,700,000 | $ 3,900,000 | $ 11,500,000 | $ 12,300,000 |
Impairment Charge for U.K Partnership Asset | 10,000,000 | |||
Amortization Of Intangible Assets | 4,500,000 | 3,000,000 | 13,400,000 | 3,000,000 |
Internal Use Software | ||||
Property Plant And Equipment [Line Items] | ||||
Amortization of internal use software including capitalized stock based compensation expense | 1,100,000 | 800,000 | 3,100,000 | 2,100,000 |
Impairment to internal-use software | 0 | 0 | 500,000 | |
Capitalized Computer Software Gross | $ 3,500,000 | $ 1,400,000 | $ 7,800,000 | $ 3,600,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Internal Use Software, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Capitalized internal-use software, gross | $ 22,128 | $ 14,804 |
Less: accumulated amortization | (8,305) | (5,169) |
Internal-use software, net | $ 13,823 | $ 9,635 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 81,500 | $ 81,500 |
Accumulated amortization | (21,048) | (7,595) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Total estimated future amortization expense | $ 49,362 | $ 73,905 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 9 months 18 days | 1 year 7 months 6 days |
Gross Carrying Amount | $ 14,900 | $ 14,900 |
Accumulated amortization | (8,692) | (3,104) |
Total estimated future amortization expense | $ 6,208 | $ 11,796 |
Partnerships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years 9 months 18 days | 6 years 7 months 6 days |
Gross Carrying Amount | $ 23,200 | $ 23,200 |
Accumulated amortization | (4,160) | (1,558) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Total estimated future amortization expense | $ 7,950 | $ 21,642 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 9 months 18 days | 4 years 7 months 6 days |
Gross Carrying Amount | $ 11,000 | $ 11,000 |
Accumulated amortization | (2,567) | (917) |
Total estimated future amortization expense | $ 8,433 | $ 10,083 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years 9 months 18 days | 6 years 7 months 6 days |
Gross Carrying Amount | $ 24,100 | $ 24,100 |
Accumulated amortization | (4,017) | (1,436) |
Total estimated future amortization expense | $ 20,083 | $ 22,664 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 9 months 18 days | 4 years 7 months 6 days |
Gross Carrying Amount | $ 2,800 | $ 2,800 |
Accumulated amortization | (653) | (233) |
Total estimated future amortization expense | $ 2,147 | $ 2,567 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years 8 months 12 days | 6 years 4 months 24 days |
Gross Carrying Amount | $ 5,500 | $ 5,500 |
Accumulated amortization | (959) | (347) |
Total estimated future amortization expense | $ 4,541 | $ 5,153 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
2023 (Remaining three months) | $ 3,842 | |
2024 | 12,265 | |
2025 | 7,919 | |
2026 | 7,919 | |
2027 | 6,770 | |
Thereafter | 10,647 | |
Total estimated future amortization expense | $ 49,362 | $ 73,905 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payables | $ 16,922 | $ 20,937 |
Accrued compensation and benefits | 37,859 | 14,898 |
Accrued clinical expenses | 12,684 | 6,717 |
Accrued taxes and other | 1,571 | 2,036 |
Total accrued expenses and other current liabilities | $ 69,036 | $ 44,588 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||||
Lease cost | $ 3.3 | $ 3.4 | $ 10.1 | $ 10.2 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 2 months 12 days | 2 months 12 days | ||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 8 years 7 months 6 days | 8 years 7 months 6 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 (Remaining three months) | $ 2,551 |
2024 | 14,934 |
2025 | 14,464 |
2026 | 11,105 |
2027 | 11,348 |
Thereafter | 53,095 |
Total future operating lease payments | 107,497 |
Less: imputed interest | (27,897) |
Total operating lease liabilities | $ 79,600 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Apr. 25, 2022 | Dec. 31, 2022 | Mar. 30, 2022 | Dec. 10, 2019 |
Commitments and Contingencies Disclosure [Abstract] | ||||
Non-Cancelable Purchase Obligation | $ 41.5 | |||
Damages related to asserting claims | $ 100 | |||
Litigation insurance settlement recovery receivable | $ 10 | |||
Loss on litigation settlement | $ 10 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 16, 2021 Vote $ / shares shares | Feb. 04, 2021 $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Mar. 31, 2022 $ / shares shares | ||
Class Of Stock [Line Items] | ||||||||
Common Stock, Par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Description of convertible common stock | Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and automatically converts into one share of Class A common stock upon transfer | |||||||
Common stock, shares authorized | 1,490,000,000 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||
Proceeds from issuance of common stock under employee stock purchase plan | $ | $ 3,238 | $ 0 | ||||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 3,695 | $ 0 | $ 32,989 | ||||
Founder Shares [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Shares Restricted for Transfer | 12,713,750 | |||||||
VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Lockup Period | 7 years | |||||||
Earn Out Shares, Percentage | 50% | |||||||
Class A Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | ||||
Number of votes | Vote | 1 | |||||||
Common Stock, Shares, Issued | [1],[2] | 288,629,645 | 288,629,645 | 228,174,718 | ||||
Common Stock, Shares, Outstanding | [1],[2] | 288,629,645 | 288,629,645 | 228,174,718 | ||||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Earnout Shares | 3,814,125 | |||||||
Trading days | 20 days | |||||||
Number Of Trading Days | 20 days | |||||||
Number of trading days after commencing | 30 days | |||||||
Class B Common Stock [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Common Stock, Par value | $ / shares | $ 0.0001 | |||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | 350,000,000 | ||||
Number of votes | Vote | 10 | |||||||
Common Stock, Shares, Issued | 168,531,838 | 168,531,838 | 220,637,603 | |||||
Common Stock, Shares, Outstanding | 168,531,838 | 168,531,838 | 220,637,603 | |||||
Maximum [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Share Price Thresholds Release From Lock Up | $ / shares | $ 15 | |||||||
Minimum [Member] | Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||||||||
Class Of Stock [Line Items] | ||||||||
Share Price Thresholds Release From Lock Up | $ / shares | $ 12.50 | |||||||
[1] As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity . As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders. |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of common stock outstanding (Details) - shares | Dec. 31, 2022 | Mar. 31, 2022 | Jun. 16, 2021 | |
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,490,000,000 | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 1,140,000,000 | 1,140,000,000 | 1,140,000,000 | |
Common Stock, Shares, Issued | [1],[2] | 288,629,645 | 228,174,718 | |
Common Stock, Shares, Outstanding | [1],[2] | 288,629,645 | 228,174,718 | |
Class B Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | |
Common Stock, Shares, Issued | 168,531,838 | 220,637,603 | ||
Common Stock, Shares, Outstanding | 168,531,838 | 220,637,603 | ||
[1] As of December 31, 2022 and March 31, 2022, the Class A common stock included 3,814,125 shares held by VGAC founders (“Earn-Out Shares”) that are subject to a lock-up of seven years from the Closing Date. The lock-up has an early release effective (i) with respect to 50 % of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 12.50 per share for any 20 trading days within any 30 -trading-day period, and (ii) with respect to the other 50% of the Earn-Out Shares, upon the closing price of the Company’s Class A common stock equaling or exceeding $ 15.00 per share for any 20 trading days within any 30-trading-day period; provided that the transfer restrictions applicable to the Earn-Out Shares will terminate on the date following the closing date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization, or other similar transaction that results in all of the Company’s public stockholders having the right to exchange their shares of Class A common stock for cash, securities, or other property (a “Liquidation Event”), if such Liquidation Event occurs prior to the date that the stock price thresholds referenced in (i) and (ii) are met. As of December 31, 2022, the Company did not meet any earn out thresholds. The Earn-Out Shares are issued and outstanding Class A common shares that cannot be forfeited, and as such meet the criteria for equity classification in accordance with ASC 505, Equity . As of March 31, 2022, the Class A common stock included 12,713,750 shares held by VGAC founders (“Lock-Up Shares”) that would be released from the lock-up one year after the Closing Date. In August 2022, following the one-year anniversary of the Closing Date, the Lock-Up Shares were released and distributed to certain VGAC founders. |
Stockholders' Equity - Schedu_2
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance (Detail) - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 31, 2022 | |
Class Of Stock [Line Items] | ||
Outstanding stock options | 69,089,621 | 73,609,565 |
Total shares of common stock reserved | 149,636,822 | 144,601,515 |
2021 Equity Incentive Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under 2021 Incentive Equity Plan | 42,512,084 | 48,895,572 |
Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under Employee Stock Purchase Plan | 10,289,663 | 11,420,000 |
Restricted Stock Units [Member] | ||
Class Of Stock [Line Items] | ||
Outstanding restricted stock units | 27,745,454 | 10,676,378 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 10, 2021 shares | Nov. 30, 2021 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Jun. 15, 2022 shares | Mar. 31, 2022 shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | shares | 149,636,822 | 149,636,822 | 144,601,515 | |||||
Granted | shares | 4,866,230 | |||||||
Shares Available for Grant, Exercised | shares | 2,592,856 | |||||||
Weighted-average grant date fair values of options granted | $ / shares | $ 2.42 | |||||||
Intrinsic value of vested options exercised | $ 4,400,000 | |||||||
Unrecognized stock-based compensation cost | $ 75,300,000 | $ 75,300,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 7 months 6 days | |||||||
Proceeds from exercise of stock options | $ 3,933,000 | $ 11,476,000 | ||||||
Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Unrecognized stock-based compensation cost | 31,100,000 | 31,100,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 9 months 18 days | |||||||
Common stock granted subject to vest | shares | 3,747,027 | |||||||
Common stock granted subject to vest, Weighted average grant date fair value | $ 43,900,000 | |||||||
Secondary Sale Transaction [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 34,338,000 | $ 17,409,000 | 93,768,000 | 37,473,000 | ||||
General and Administrative Expense [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 2,800,000 | 8,200 | ||||||
General and Administrative Expense [Member] | Secondary Sale Transaction [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 13,506,000 | $ 7,436,000 | 38,225,000 | 12,937,000 | ||||
Stock Option Activity [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Tax benefit recognized from stock option exercises | 0 | $ 0 | ||||||
Restricted Stock Units [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost | $ 128,400,000 | $ 128,400,000 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 3 years 1 month 6 days | |||||||
2021 Incentive Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Exchange ratio of common stock | 2.293698169 | |||||||
Shares Available for Grant, Beginning balance | shares | 22,839,019 | 22,839,019 | ||||||
Common stock issued and outstanding, percentage | 3% | |||||||
Exercise price of stock options as a percentage of fair value of shares | 110% | |||||||
Share-based payment award, description | The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each calendar year, starting in 2022, in an amount equal to (i) 22,839,019 shares of Class A common stock, (ii) 3.0% of the aggregate number of shares of Class A common stock and Class B common stock outstanding, or (iii) a lesser number of shares determined by the Company’s Board of Directors prior to the applicable January 1 (the “Evergreen Provision”). | |||||||
Share-based payment award, expiration period | 10 years | |||||||
Share-based compensation terms of award | Options under the 2021 Plan have a contractual life of up to ten years. The exercise price of a stock option shall not be less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors. | |||||||
2021 Incentive Equity Plan [Member] | Stock Option Activity [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Percentage of total stock holding | 10% | 10% | ||||||
2021 Incentive Equity Plan [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Exercise price of stock options as a percentage of fair value of shares | 100% | |||||||
ESPP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Common stock issued and outstanding, percentage | (1.00%) | |||||||
Potential annual increase in shares reserved for future issuance | shares | 5,000,000 | |||||||
2022 AIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 10,000,000 | $ 19,800,000 | ||||||
Other current liabilities | $ 19,800,000 | $ 19,800,000 | ||||||
Class A Common Stock [Member] | 2021 Incentive Equity Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | shares | 136,000,000 | 13,384,415 | ||||||
Class A Common Stock [Member] | 2021 Incentive Equity Plan [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | shares | 2,990,386 | |||||||
Class A Common Stock [Member] | ESPP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | shares | 11,420,000 | 10,289,663 | 10,289,663 | |||||
Number of shares issued | shares | 1,130,337 |
Equity Incentive Plans and St_4
Equity Incentive Plans and Stock-Based Compensation - Summary of the Activity Under the Stock Plan (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Balance as of March 31, 2022 | shares | 69,089,621 | 73,609,565 |
Granted | shares | 4,866,230 | |
Exercised | shares | (2,592,856) | |
Cancelled/forfeited/expired | shares | (6,793,318) | |
Balance as of September 30, 2022 | shares | 69,089,621 | |
Vested and exercisable as of September 30, 2022 | shares | 46,306,985 | |
Weighted-Average Exercise Price, Beginning balance | $ / shares | $ 4.21 | |
Weighted-Average Exercise Price, Granted | $ / shares | 3.50 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 1.57 | |
Weighted-Average Exercise Price, Cancelled/Forfeited/Expired | $ / shares | 4.73 | |
Weighted-Average Exercise Price, Ending balance | $ / shares | 4.20 | $ 4.21 |
Weighted-Average Exercise Price, Vested and exercisable | $ / shares | $ 4.11 | |
Weighted-Average Remaining Contractual Term (Years) | 6 years 3 months 18 days | 6 years 10 months 24 days |
Weighted-Average Remaining Contractual Term (Years), Vested and Exercisable | 5 years 2 months 12 days | |
Aggregate Intrinsic Value of Options Outstanding | $ | $ 10,109 | $ 35,979 |
Aggregate Intrinsic Value of Options Outstanding, Vested and Exercisable | $ | $ 7,165 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Summary of the Value Stock Options (Details) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years | 3 years 3 months 18 days | 6 years | 3 years 3 months 18 days |
Volatility | 79% | 72% | 76% | 72% |
Risk-free rate | 4.20% | 1.20% | 2.80% | 1% |
Dividend yield | 0% | 0% | 0% | 0% |
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years | 6 years 1 month 6 days | 6 years 9 months 18 days | 6 years 1 month 6 days |
Volatility | 79% | 72% | 81% | 73% |
Risk-free rate | 4.20% | 1.40% | 4.20% | 1.40% |
Dividend yield | 0% | 0% | 0% | 0% |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Summary of the Restricted Stock Units (Details) - Restricted Stock Units [Member] | 9 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, beginning balance, Unvested | shares | 10,676,378 |
Unvested RSUs, Granted | shares | 24,694,698 |
Unvested RSUs, Vested | shares | (4,673,354) |
Unvested RSUs, Cancelled/forfeited | shares | (2,952,268) |
Unvested RSUs, ending balance, unvested | shares | 27,745,454 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance, Unvested | $ / shares | $ 9.70 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 3.34 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 6.75 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled/forfeited | $ / shares | 5.60 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance, Unvested | $ / shares | $ 4.97 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Summary of the Stock-Based Compensation (Details) - Secondary Sale Transaction [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 34,338 | $ 17,409 | $ 93,768 | $ 37,473 |
Cost of Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 3,200 | 1,098 | 8,940 | 2,841 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 15,188 | 7,697 | 39,267 | 18,754 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,444 | 1,178 | 7,336 | 2,941 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 13,506 | $ 7,436 | $ 38,225 | $ 12,937 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Deferred Income Tax Benefit | $ (0.6) | $ (3.5) | $ (2.1) | $ (3.5) |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||||
Dividends paid in shares | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||||||||
Net income (loss) | $ (91,961) | $ (66,065) | $ (89,532) | $ (89,396) | $ (16,524) | $ (42,026) | $ (247,558) | $ (147,946) |
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic | 453,407,202 | 426,591,111 | 449,949,829 | 334,491,905 | ||||
Weighted-average shares used to compute net loss per share, diluted | 453,407,202 | 426,591,111 | 449,949,829 | 334,491,905 | ||||
Net loss per share: | ||||||||
Net loss per share attributable to common stockholders, basic | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) | ||||
Class A Common Stock [Member] | ||||||||
Numerator: | ||||||||
Net income (loss) | $ (57,490) | $ (25,829) | $ (144,000) | $ (36,672) | ||||
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic | 283,449,950 | 123,255,556 | 261,728,144 | 82,912,004 | ||||
Weighted-average shares used to compute net loss per share, diluted | 283,449,950 | 123,255,556 | 261,728,144 | 82,912,004 | ||||
Net loss per share: | ||||||||
Net loss per share attributable to common stockholders, basic | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) | ||||
Class B Common Stock [Member] | ||||||||
Numerator: | ||||||||
Net income (loss) | $ (34,471) | $ (63,567) | $ (103,558) | $ (111,274) | ||||
Denominator: | ||||||||
Weighted-average shares used to compute net loss per share, basic | 169,957,252 | 303,335,555 | 188,221,685 | 251,579,901 | ||||
Weighted-average shares used to compute net loss per share, diluted | 169,957,252 | 303,335,555 | 188,221,685 | 251,579,901 | ||||
Net loss per share: | ||||||||
Net loss per share attributable to common stockholders, basic | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) | ||||
Net loss per share attributable to common stockholders, diluted | $ (0.20) | $ (0.21) | $ (0.55) | $ (0.44) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stockholders - Common Stock Equivalents Excluded from Calculation of Diluted Net Loss Per Share (Details) - Class A Common Stock [Member] - shares | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 104,083,018 | 79,701,037 |
ESPP [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 3,713,166 | 0 |
Stock Option Activity [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 69,089,621 | 66,252,927 |
Restricted Stock Units [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 27,745,454 | 9,701,083 |
Shares subject to vesting [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 2,810,271 | 3,747,027 |
Liability RSU awards [Member] | ||
Earnings Per Share Basic [Line Items] | ||
Outstanding stock options | 724,506 | 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Proceeds from PIPE (related party amounts of nil and $25,000 for the six months ended September 30, 2022 and 2021, respectively) | $ 3,238 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 06, 2023 | Feb. 03, 2023 | Oct. 05, 2022 | Dec. 31, 2022 | Mar. 31, 2022 |
Subsequent Event [Line Items] | |||||
Aggregate cash consideration for collaboration arrangement | $ 50 | ||||
Common stock value per share | $ 0.0001 | $ 0.0001 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from sales agent commission percentage | 3% | ||||
Subsequent Event [Member] | Sales Agreement [Member] | Class A Common Stock [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock value per share | $ 0.0001 | ||||
Subsequent Event [Member] | Sales Agreement [Member] | Cowen and Company LLC [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 150 | ||||
Sale of Securities over a period of time | $ 500 |