Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Fiscal Period Focus | Q2 | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2024 | |
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, $0.0001 par value per share | |
Trading Symbol | ME | |
Security Exchange Name | NASDAQ | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 311,613,095 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 167,491,460 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 256,386 | $ 386,849 |
Restricted cash | 1,399 | 1,399 |
Accounts receivable, net | 1,501 | 1,897 |
Inventories | 14,979 | 10,247 |
Deferred cost of revenue | 5,782 | 5,376 |
Prepaid expenses and other current assets | 17,948 | 19,224 |
Total current assets | 297,995 | 424,992 |
Property and equipment, net | 32,805 | 38,608 |
Operating lease right-of-use assets | 52,549 | 56,078 |
Restricted cash, noncurrent | 6,974 | 6,974 |
Internal-use software, net | 18,971 | 15,661 |
Intangible assets, net | 37,835 | 45,520 |
Goodwill | 351,744 | 351,744 |
Other assets | 2,357 | 3,021 |
Total assets | 801,230 | 942,598 |
Current liabilities: | ||
Accounts payable (includes related party amounts of $- and $3,186, respectively) | 8,546 | 12,924 |
Accrued expenses and other current liabilities (includes related party amounts of $13,732 and $8,738, respectively) | 44,686 | 66,430 |
Deferred revenue (includes related party amounts of $- and $11,753, respectively) | 40,283 | 62,521 |
Operating lease liabilities | 8,086 | 7,541 |
Total current liabilities | 101,601 | 149,416 |
Operating lease liabilities, noncurrent | 72,963 | 77,763 |
Other liabilities | 1,415 | 1,480 |
Total liabilities | 175,979 | 228,659 |
Commitments and contingencies (Note 11) | ||
Stockholders' equity | ||
Preferred stock - par value $0.0001, 10,000,000 shares authorized as of September 30, 2023 and March 31, 2023; zero shares issued and outstanding as of September 30, 2023 and March 31, 2023 | 0 | 0 |
Common stock, par value $0.0001 - Class A shares, 1,140,000,000 shares authorized, 311,339,539 and 293,020,474 shares issued and outstanding as of September 30, 2023 and March 31, 2023, respectively; Class B shares, 350,000,000 shares authorized, 167,491,460 and 168,179,488 shares issued and outstanding as of September 30, 2023 and March 31, 2023, respectively | 48 | 46 |
Additional paid-in capital | 2,311,481 | 2,220,897 |
Accumulated other comprehensive loss | 0 | (620) |
Accumulated deficit | (1,686,278) | (1,506,384) |
Total stockholders' equity | 625,251 | 713,939 |
Total liabilities and stockholders' equity | $ 801,230 | $ 942,598 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Accounts payable related party | $ 3,186 | |
Accrued expenses and other current liabilities, related party | $ 13,732 | 8,738 |
Deferred revenue, current, related party | $ 11,753 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 311,339,539 | 293,020,474 |
Common stock, shares outstanding | 311,339,539 | 293,020,474 |
Class B Common Stock [Member] | ||
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 167,491,460 | 168,179,488 |
Common stock, shares outstanding | 167,491,460 | 168,179,488 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations And Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue (includes related party revenue of $1,082 and $14,925 for the three months ended September 30, 2023 and 2022, respectively, and $11,753 and $23,190 for the six months ended September 30, 2023 and 2022, respectively) | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 |
Cost of revenue (includes related party cost of $20 and $(271) for the three months ended September 30, 2023 and 2022, respectively, and $295 and $(510) for the six months ended September 30, 2023 and 2022, respectively) | 28,270 | 37,386 | 58,453 | 76,409 |
Gross profit | 21,729 | 38,273 | 52,410 | 63,763 |
Operating expenses: | ||||
Research and development (includes related party expenses of $4,907 and $2,717 for the three months ended September 30, 2023 and 2022, respectively, and $8,208 and $6,266 for the six months ended September 30, 2023 and 2022, respectively) | 54,588 | 52,598 | 116,917 | 104,607 |
Sales and marketing | 18,328 | 24,835 | 40,986 | 58,269 |
General and Administrative | 25,290 | 28,881 | 76,030 | 58,524 |
Restructuring and other charges | 2,654 | 0 | 6,871 | 0 |
Total operating expenses | 100,860 | 106,314 | 240,804 | 221,400 |
Loss from operations | (79,131) | (68,041) | (188,394) | (157,637) |
Other income (expense): | ||||
Interest income, net | 3,752 | 1,392 | 8,059 | 1,637 |
Other income (expense), net | 145 | (687) | 477 | (1,122) |
Loss before income taxes | (75,234) | (67,336) | (179,858) | (157,122) |
Provision for (benefit from) income taxes | 36 | (1,271) | 36 | (1,525) |
Net loss | (75,270) | (66,065) | (179,894) | (155,597) |
Other comprehensive income, net of tax | 954 | 829 | 620 | 1,453 |
Total comprehensive loss | $ (74,316) | $ (65,236) | $ (179,274) | $ (154,144) |
Net loss per share of Class A and Class B common stock attributable to common stockholders: | ||||
Net loss per share attributable to common stockholders, basic | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) |
Net loss per share attributable to common stockholders, diluted | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) |
Weighted-average shares used to compute net loss per share: | ||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 474,858,266 | 449,899,537 | 468,592,009 | 448,211,708 |
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 474,858,266 | 449,899,537 | 468,592,009 | 448,211,708 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue from related party | $ 1,082 | $ 14,925 | $ 11,753 | $ 23,190 |
Related party cost of revenue | (20) | (271) | (510) | (295) |
Related party research and development expense | $ 4,907 | $ 2,717 | $ 6,266 | $ 8,208 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income Loss | Accumulated Deficit [Member] |
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 related to early exercise of stock options | 1,533 | 1,533 | |||
Issuance of common stock related to early exercise of stock options, shares | 1,065,784 | ||||
Issuance of common stock upon release of restricted stock units, shares | 1,461,448 | ||||
Net share settlements for stock-based minimum tax withholdings, shares | (14,036) | ||||
Stock-based compensation expense | 25,915 | 25,915 | |||
Other comprehensive income (loss) | 624 | 624 | |||
Net loss attributable to common stockholders | (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 | ||||
Other comprehensive income (loss) | 1,453 | ||||
Net loss attributable to common stockholders | (155,597) | ||||
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 | ||||
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 | (66,065) | ||||
Issuance of common stock upon release of restricted stock units, shares | 1,580,591 | ||||
Net share settlements for stock-based minimum tax withholdings, shares | (14,038) | ||||
Net share settlements for stock-based minimum tax withholdings, value | (86) | (86) | |||
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 income (loss) | 829 | 829 | |||
Net loss attributable to common stockholders | (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 | ||||
Beginning Balance at Mar. 31, 2023 | 713,939 | $ 46 | 2,220,897 | (620) | (1,506,384) |
Beginning Balance, Shares at Mar. 31, 2023 | 461,199,962 | ||||
Issuance of common stock related to early exercise of stock options | 85 | 85 | |||
Issuance of common stock related to early exercise of stock options, shares | 180,718 | ||||
Issuance of common stock upon release of restricted stock units, shares | 1,812,802 | ||||
Issuance of common stock upon release of restricted stock units under the 2022 Annual Incentive Plan (Shares) | 8,961,053 | ||||
Issuance of common stock upon release of restricted stock units under the 2022 Annual Incentive Plan | 18,630 | $ 1 | 18,629 | ||
Net share settlements for stock-based minimum tax withholdings, shares | (58,985) | ||||
Net share settlements for stock-based minimum tax withholdings, value | (121) | (121) | |||
Stock-based compensation expense | 47,915 | 47,915 | |||
Other comprehensive income (loss) | (334) | (334) | |||
Net loss attributable to common stockholders | (104,624) | (104,624) | |||
Ending Balance at Jun. 30, 2023 | 675,490 | $ 47 | 2,287,405 | (954) | (1,611,008) |
Ending Balance, Shares at Jun. 30, 2023 | 472,095,550 | ||||
Beginning Balance at Mar. 31, 2023 | $ 713,939 | $ 46 | 2,220,897 | (620) | (1,506,384) |
Beginning Balance, Shares at Mar. 31, 2023 | 461,199,962 | ||||
Issuance of common stock related to early exercise of stock options, shares | 1,009,279 | ||||
Other comprehensive income (loss) | $ 620 | ||||
Net loss attributable to common stockholders | (179,894) | ||||
Ending Balance at Sep. 30, 2023 | 625,251 | $ 48 | 2,311,481 | 0 | (1,686,278) |
Ending Balance, Shares at Sep. 30, 2023 | 478,830,999 | ||||
Beginning Balance at Jun. 30, 2023 | 675,490 | $ 47 | 2,287,405 | (954) | (1,611,008) |
Beginning Balance, Shares at Jun. 30, 2023 | 472,095,550 | ||||
Issuance of common stock upon exercise of stock options | $ 1 | (1) | |||
Issuance of common stock related to early exercise of stock options | 388 | 388 | |||
Issuance of common stock related to early exercise of stock options, shares | 828,561 | ||||
Issuance of common stock upon release of restricted stock units, shares | 4,358,378 | ||||
Issuance of common stock upon release of restricted stock units under the 2022 Annual Incentive Plan (Shares) | 57,996 | ||||
Issuance of common stock upon release of restricted stock units under the 2022 Annual Incentive Plan | 102 | $ 0 | 102 | ||
Net share settlements for stock-based minimum tax withholdings, shares | (19,022) | ||||
Net share settlements for stock-based minimum tax withholdings, value | (22) | (22) | |||
Issuance of common stock under employee stock purchase plan, share | 1,509,536 | ||||
Issuance of common stock under employee stock purchase plan, value | 1,411 | 1,411 | |||
Stock-based compensation expense | 22,198 | 22,198 | |||
Other comprehensive income (loss) | 954 | 954 | |||
Net loss attributable to common stockholders | (75,270) | (75,270) | |||
Ending Balance at Sep. 30, 2023 | $ 625,251 | $ 48 | $ 2,311,481 | $ 0 | $ (1,686,278) |
Ending Balance, Shares at Sep. 30, 2023 | 478,830,999 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (179,894) | $ (155,597) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,714 | 16,747 |
Amortization and impairment of internal-use software | 2,514 | 2,078 |
Stock-based compensation expense | 74,840 | 59,430 |
Loss (gain) on disposal of property and equipment | (5) | 4 |
Loss on disposition of Lemonaid Health Limited | 2,026 | 0 |
Other operating activities | (504) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net (includes related party amounts of $19 and $(50,001) for the six months ended September 30, 2023 and 2022, respectively) | 396 | (49,502) |
Inventories | (4,733) | (3,017) |
Deferred cost of revenue | (406) | 914 |
Prepaid expenses and other current assets | (2,433) | 4,899 |
Operating lease right-of-use assets | 3,529 | 3,689 |
Other assets | 664 | (834) |
Accounts payable (includes related party amounts of $(3,186)and $(8,915) for the six months ended September 30, 2023 and 2022, respectively) | (3,951) | (26,968) |
Accrued expenses and other current liabilities (includes related party amounts of $4,993 and $(3,009) for the six months ended September 30, 2023 and 2022, respectively) | (5,674) | (10,367) |
Deferred revenue (includes related party amounts of $(11,753) and $26,812 for the six months ended September 30, 2023 and 2022, respectively) | (22,237) | 18,984 |
Operating lease liabilities | (4,255) | (4,426) |
Other liabilities | (65) | (2,008) |
Net cash used in operating activities | (126,474) | (145,974) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (715) | (1,945) |
Proceeds from sale of property and equipment | 5 | 2 |
Capitalized internal-use software costs | (4,758) | (3,008) |
Net cash used in investing activities | (5,468) | (4,951) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 473 | 3,944 |
Proceeds from issuance of common stock under employee stock purchase plan | 1,411 | 3,238 |
Payments of deferred offering costs | (263) | 0 |
Payments for taxes related to net share settlement of equity awards | (142) | 0 |
Net cash provided by financing activities | 1,479 | 7,182 |
Effect of exchange rates on cash and cash equivalents | 0 | 1,452 |
Net decrease in cash, cash equivalents and restricted cash | (130,463) | (142,291) |
Cash, cash equivalents and restricted cash-beginning of period | 395,222 | 561,755 |
Cash, cash equivalents and restricted cash-end of period | 264,759 | 419,464 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 26 | 762 |
Stock-based compensation capitalized for internal-use software costs | 2,089 | 1,320 |
Cash and cash equivalents | 256,386 | 410,891 |
Restricted cash, current | 1,399 | 1,599 |
Restricted cash, noncurrent | 6,974 | 6,974 |
Total cash, cash equivalents and restricted cash | $ 264,759 | $ 419,464 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts Receivable [Member] | ||
Related party amounts | $ 19 | $ (50,001) |
Accounts Payable | ||
Related party amounts | (3,186) | (8,915) |
Accrued Expenses And Other Current Liabilities | ||
Related party amounts | 4,993 | (3,009) |
Deferred Revenue | ||
Related party amounts | $ (11,753) | $ 26,812 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||
Net Income (Loss) | $ (75,270) | $ (104,624) | $ (66,065) | $ (89,532) | $ (179,894) | $ (155,597) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements | 1. Organization and Description of Business 23andMe Holding Co. (the “Company” or “23andMe”) is dedicated to helping people access, understand, and benefit from the human genome. The Company is building the leading direct-to-consumer precision medicine platform that powers its genetics-driven therapeutics and research business. The Company is dedicated to empowering customers to live healthier lives by providing consumers direct access to their genetic information and digital access to affordable, personalized healthcare through the Lemonaid Health, Inc. (“Lemonaid Health”) platform. The Company pioneered direct-to-consumer genetic testing, giving consumers unique, personalized information about their genetic health risks, ancestry, and traits. It was the first company to obtain Food and Drug Administration (“FDA”) authorization for a direct-to-consumer genetic test, and it is the only company to have FDA authorization, clearance, or an exemption from premarket notification for all of the carrier status, genetic health risk, cancer predisposition, and pharmacogenetics reports that the Company offers to customers. Through the Lemonaid Health telehealth platform, the Company connects patients to licensed healthcare professionals to provide 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. When medications are prescribed by Lemonaid Health’s affiliated healthcare professionals, patients can use Lemonaid Health’s online pharmacy for fulfillment. Patients also can access telehealth consultations for certain 23andMe genetic reports through Lemonaid Health. 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 | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principle of Consolidation 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 three and six months ended September 30, 2023 and 2022, the Company’s operations were primarily in the United States. The Company had immaterial operations in the United Kingdom (“U.K.”) prior to the disposition of its U.K. subsidiary on August 1, 2023. There have been no material changes to the Company’s significant accounting policies during the six months ended September 30, 2023, as compared to the audited consolidated financial statements in the Company’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of September 30, 2023 and for the three and six months ended September 30, 2023 and 2022 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 fiscal year ended March 31, 2023 (the “audited consolidated financial statements”) that were included in the Company’s Annual Report on Form 10-K filed with the SEC on May 25, 2023. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and its condensed consolidated results of operations and cash flows for the six months ended September 30, 2023 and 2022. The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the results expected for the year ending March 31, 2024 or any other future interim or annual periods. Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal 2024 refer to the fiscal year ending March 31, 2024 and references to fiscal 2023 and fiscal 2022 refer to the fiscal years ended March 31, 2023 and March 31, 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, annual incentive bonuses payable in the form of restricted stock units (“RSUs”), 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 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 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 six months ended September 30, 2023 and 2022 . One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and six months ended September 30, 2023 and 2022 . 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 a majority of its cash and cash equivalents with a single high-quality financial institution, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Note 3, “ Revenue, ” 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: September 30, March 31, Percentage of accounts receivable: Customer C (1) 83 % 69 % Customer F 13 % 27 % (1) Customer C is a reseller. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Percentage of revenue: Customer C (1) 26 % 23 % 21 % 19 % Customer B * 20 % 11 % 17 % * less than 10% (1) Customer C is a reseller. Restructuring The Company defines restructuring expenses to include costs directly associated with exit or disposal activities, such as severance payments, benefits continuation, and non-cash stock-compensation charges associated with the modification of certain stock awards. In general, the Company records involuntary employee-related exit and disposal costs when it communicates to employees that they are entitled to receive such benefits and the amount can be reasonably estimated. Liquidity The Company’s operations have been financed primarily through the sales of equity securities and revenue from sales of PGS, telehealth, and research services. During fiscal 2022, the Company received gross proceeds of $ 309.7 million from the Merger and $ 250.0 million from the PIPE investment consummated in connection with the Merger. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future due to the investments it intends to continue to make in research and development, along with general and administrative, and sales and marketing, expenses incurred to capitalize on market opportunities and drive long-term growth. The Company may require additional financing to fund operations to meet its business plan. The Company’s ability to obtain additional financing depends on a number of factors, including, but not limited to, the market price of the Company’s Class A common stock, the availability and cost of additional equity capital, the Company’s ability to retain the listing of its Class A common stock on The Nasdaq Stock Market, and the general economic and industry conditions affecting the availability and cost of capital. As of September 30, 2023, the Company had cash and cash equivalents of $ 256.4 million. Based on current cash resources and the implementation of the previously-disclosed reductions in force in June 2023 and August 2023, the Company believes its cash and cash equivalents will be sufficient to fund estimated operating expenses and capital expenditure requirements for at least 12 months from the date of the issuance of these condensed consolidated financial statements. Management considers that there are no conditions or events in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the condensed consolidated financial statements are issued. |
Revenue
Revenue | 6 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table presents revenue by category: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) Point in Time (1) PGS $ 34,202 68 % $ 40,110 53 % $ 65,961 59 % $ 79,800 57 % Telehealth 6,872 14 % 9,171 12 % 15,157 14 % 18,532 13 % Consumer services 41,074 82 % 49,281 65 % 81,118 73 % 98,332 70 % Research services — — — — 2,353 2 % — — Total $ 41,074 82 % $ 49,281 65 % $ 83,471 75 % $ 98,332 70 % Over Time (1) PGS $ 5,400 11 % $ 4,731 7 % $ 10,670 10 % $ 9,216 6 % Telehealth 2,184 4 % 2,497 3 % 4,423 4 % 5,020 4 % Consumer services 7,584 15 % 7,228 10 % 15,093 14 % 14,236 10 % Research services 1,341 3 % 19,150 25 % 12,299 11 % 27,604 20 % Total $ 8,925 18 % $ 26,378 35 % $ 27,392 25 % $ 41,840 30 % Revenue by Category (1) PGS $ 39,602 79 % $ 44,841 60 % $ 76,631 69 % $ 89,016 63 % Telehealth 9,056 18 % 11,668 15 % 19,580 18 % 23,552 17 % Consumer services 48,658 97 % 56,509 75 % 96,211 87 % 112,568 80 % Research services 1,341 3 % 19,150 25 % 14,652 13 % 27,604 20 % Total $ 49,999 100 % $ 75,659 100 % $ 110,863 100 % $ 140,172 100 % (1) There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) United States $ 42,185 84 % $ 52,546 69 % $ 85,511 77 % $ 100,655 72 % United Kingdom 4,163 8 % 19,030 25 % 18,518 17 % 31,004 22 % Canada 2,558 5 % 2,839 4 % 4,728 4 % 5,878 4 % Other regions 1,093 3 % 1,244 2 % 2,106 2 % 2,635 2 % Total $ 49,999 100 % $ 75,659 100 % $ 110,863 100 % $ 140,172 100 % Breakage Revenue 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. The Company recognized breakage revenue from unreturned Kits of $ 4.3 million and $ 6.0 million for the three months ended September 30, 2023 and 2022, respectively, and $ 8.9 million and $ 11.0 million for the six months ended September 30, 2023 and 2022, respectively. 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 September 30, 2023 and March 31, 2023. Contract liabilities consist of deferred revenue. As of September 30, 2023 and March 31, 2023, deferred revenue for consumer services was $ 39.2 million and $ 48.6 million, respectively. Of the $ 48.6 million of deferred revenue for consumer services as of March 31, 2023, the Company recogniz ed $ 8.9 million a nd $ 31.4 million as revenue during the three and six months ended September 30, 2023, respectively. As of September 30, 2023 and March 31, 2023, deferred revenue for research services was $ 1.1 million and $ 14.0 million, respectively. As of March 31, 2023, deferred revenue for research services included $ 11.8 million of related party deferred revenue. There was no related party deferred revenue as of September 30, 2023. Of the $ 14.0 million of deferred revenue for research services as of March 31, 2023, the Company recognized $ 1.2 million and $ 13.6 million as revenue during the three and six months ended September 30, 2023 , respectively, which included related party revenue amounts of $ 1.1 million and $ 11.8 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 Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 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 September 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations for research services was $ 2.9 million. The Company expects to recognize revenue of approximately 75 % of this amount over the next 12 months and the remainder thereafter. During the three and six months ended September 30, 2023 and 2022 , the Company did not recognize any revenue for performance obligations satisfied in prior periods. |
Collaborations
Collaborations | 6 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborations | 4. Collaborations GlaxoSmithKline Agreement In July 2018, the Company and an affiliate of GlaxoSmithKline (“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. In January 2022, GSK elected to exercise the option to extend the exclusive target discovery term for an additional year to July 2023. In October 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 exclusive drug discovery period under the GSK Agreement expired on July 23, 2023. The Company concluded that GSK is considered a customer. Therefore, the Company has applied the guidance in ASC 606 to account for and present consideration received from GSK related to research services provided by the Company. The Company’s activities under the GSK Agreement, which included reporting, drug target discovery, and joint steering committee participation, represented 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 was considered distinct from the research services. The Company recognized research services revenue related to the GSK Agreement as the performance obligation was satisfied using an input method to measure progress. The Company believes that actual hours incurred relative to projected hours was the most accurate measurement of progress for the input method. Prior to the expiration of the GSK Agreement, drug targets were identified for inclusion in the collaboration during the performance of research services. Cost sharing related to the performance of research services was recorded when incurred within cost of revenue in the Consumer and Research Services segment. For drug targets that had been identified for inclusion in the collaboration, the Company and GSK continue to equally share in the costs of further research, development, and commercialization of identified targets under the GSK Agreement, 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. The Company recognized research services revenue related to the GSK Agreement of $ 1.1 million and $ 14.9 million during the three months ended September 30, 2023 and 2022, respectively, and $ 11.8 million and $ 23.2 million during the six months ended September 30, 2023 and 2022, respectively. As of March 31, 2023, the Company had deferred revenue, all of which was current, related to the GSK Agreement of $ 11.8 million. As of September 30, 2023, the Company did not have any deferred revenue related to the GSK Agreement. Cost-sharing amounts incurred prior to the identification of targets included in cost of revenue were immaterial for each of the three months ended September 30, 2023 and 2022 and each of the six months ended September 30, 2023 and 2022. Cost-sharing amounts incurred subsequent to the identification of targets, included in research and development expenses, were $ 4.9 million and $ 2.7 million during the three months ended September 30, 2023 and 2022, respectively, and $ 8.2 million and $ 6.3 million during the six months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and March 31, 2023 , the Company had $ 13.7 million and $ 11.9 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 the Company’s Class B common stock representing approximately 20.0 % and 20.1 % of the Company’s combined voting power as of September 30, 2023 and March 31, 2023 , respectively; therefore, GSK is considered as a related party to the Company. |
Segment Information
Segment Information | 6 Months Ended |
Sep. 30, 2023 | |
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). 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 in Note 3, “ Revenue, ” for additional information regarding revenue. There are no inter-segment sales. Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, Corporate Development, 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 a non-GAAP financial measure that 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, 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 and litigation settlements, gains or losses on dispositions of subsidiaries, and transaction-related costs, 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. The Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Segment Revenue: (1) Consumer and Research Services $ 49,999 $ 75,659 $ 110,863 $ 140,172 Total revenue $ 49,999 $ 75,659 $ 110,863 $ 140,172 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 6,673 ) $ 2,324 $ ( 12,275 ) $ ( 14,673 ) Therapeutics Adjusted EBITDA ( 26,224 ) ( 18,663 ) ( 57,363 ) ( 37,128 ) Unallocated Corporate (2) ( 12,156 ) ( 13,316 ) ( 25,215 ) ( 27,568 ) Total Adjusted EBITDA $ ( 45,053 ) $ ( 29,655 ) $ ( 94,853 ) $ ( 79,369 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 75,270 ) $ ( 66,065 ) $ ( 179,894 ) $ ( 155,597 ) Adjustments: Interest income, net ( 3,752 ) ( 1,392 ) ( 8,059 ) ( 1,637 ) Other (income) expense, net ( 145 ) 687 ( 477 ) 1,122 Provision for (benefit from) income taxes 36 ( 1,271 ) 36 ( 1,525 ) Depreciation and amortization 4,474 5,152 8,951 10,256 Amortization of acquired intangible assets 3,638 4,267 7,277 8,582 Stock-based compensation expense 23,741 28,967 74,840 59,430 Loss on disposition of Lemonaid Health Limited and transaction-related costs (3) 2,127 — 2,375 — Litigation settlement cost 98 — 98 — Total Adjusted EBITDA $ ( 45,053 ) $ ( 29,655 ) $ ( 94,853 ) $ ( 79,369 ) (1) There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . (2) Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, Corporate Development, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. (3) Refer to Note 17, “ Disposition of Subsidiary ” for additional information . Customers accounting for 10% or more of segment revenues were as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Consumer and Research Services Segment Revenue: Customer C (1) (2) $ 13,040 26 % $ 17,057 23 % $ 22,751 21 % $ 26,684 19 % Customer B (3) * * $ 14,925 20 % $ 11,753 11 % $ 23,190 17 % * less than 10% (1) Customer C is a reseller. (2) Customer C revenues are primarily in the United States. (3) Customer B revenues are in the U.K. Revenue by geographical region can be found in the revenue recognition disclosures in Note 3, “ Revenue. ” 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. |
Variable Interest Entities
Variable Interest Entities | 6 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entities | 6. Variable Interest Entities In providing telehealth services that include professional medical consultations, the Company maintains relationships with various affiliated professional medical corporations (“PMCs”). 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 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 September 30, 2023 and March 31, 2023. Total revenue included on the condensed consolidated statements of operations and comprehensive loss for the VIEs after elimination of intercompany transactions was $ 8.5 million and $ 10.4 million for the three months ended September 30, 2023 and 2022, respectively, and $ 17.5 million and $ 21.1 million for the six months ended September 30, 2023 and 2022 , respectively. Net loss attributable to the VIEs included on the condensed consolidated statements of operations and comprehensive loss was $ 3.3 million and $ 1.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 5.8 million and $ 2.1 million for the six months ended September 30, 2023 and 2022 , respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements Recurring Fair Value Measurements The fair value of cash, restricted cash, accounts receivable, accounts payable, and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date as of September 30, 2023 and March 31, 2023. The following table presents information about the Company’s financial instruments that are measured at fair value on a recurring basis as of September 30, 2023 and March 31, 2023: September 30, 2023 March 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 252,000 $ 252,000 $ — $ — $ 372,000 $ 372,000 $ — $ — Total financial assets $ 252,000 $ 252,000 $ — $ — $ 372,000 $ 372,000 $ — $ — 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. The Company had no transfers between levels of the fair value hierarchy of its assets and liabilities measured at fair value during the six months ended September 30, 2023 and the fiscal year ended March 31, 2023. Nonrecurring Fair Value Measurements Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date. Certain of the Company’s assets, including intangible assets and goodwill, are measured at fair value on a nonrecurring basis. During fiscal 2023, the Company recorded a $ 10.0 million impairment charge to write down the value of the U.K. partnership acquired intangible asset to its estimated fair value. There were no impairment charges during the three and six months ended September 30, 2023 and 2022 . |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 8. Balance Sheet Components Property and Equipment, Net Property and equipment, net consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Computer and software $ 9,993 $ 10,376 Laboratory equipment and software 52,803 52,785 Furniture and office equipment 8,963 8,946 Leasehold improvements 40,955 40,964 Capitalized asset retirement obligations 853 853 Property and equipment, gross 113,567 113,924 Less: accumulated depreciation and amortization ( 80,762 ) ( 75,316 ) Property and equipment, net $ 32,805 $ 38,608 Depreciation and amortization expense was $ 3.0 million and $ 3.9 million for the three months ended September 30, 2023 and 2022, respectively, and $ 6.0 million and $ 7.8 million for the six months ended September 30, 2023 and 2022, respectively. Internal-Use Software, Net Internal-use software, net consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Capitalized internal-use software $ 30,901 $ 25,180 Less: accumulated amortization ( 11,930 ) ( 9,519 ) Internal-use software, net $ 18,971 $ 15,661 The Company capitalized $ 3.4 million and $ 2.4 million in internal-use software during the three months ended September 30, 2023 and 2022, respectively, and $ 6.8 million and $ 4.3 million in internal-use software during the six months ended September 30, 2023 and 2022, respectivel y. In addition, the Company wrote off $ 1.1 million of internal-use software in the three months ended September 30, 2023 related to the disposition of Lemonaid Health Limited, refer to Note 17 — “ Disposition of Subsidiary ” for additional information. Amortization and impairment of internal-use software was $ 1.3 million and $ 1.2 million fo r the three months ended September 30, 2023 and 2022, respectively, and $ 2.5 million for each of the six months ended September 30, 2023 and 2022. Intangible Assets, Net Intangible assets, net consisted of the following: September 30, 2023 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer relationships 0.1 $ 14,900 $ ( 14,279 ) $ 621 Partnerships 8.1 9,000 ( 1,725 ) 7,275 Trademark 3.1 11,000 ( 4,217 ) 6,783 Developed technology 5.1 24,100 ( 6,599 ) 17,501 Non-compete agreements 3.1 2,800 ( 1,073 ) 1,727 Patents 5.0 5,500 ( 1,572 ) 3,928 Total intangible assets $ 67,300 $ ( 29,465 ) $ 37,835 March 31, 2023 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 0.6 $ 14,900 $ ( 10,554 ) $ — $ — $ 4,346 Partnerships 8.6 23,200 ( 4,385 ) ( 9,968 ) ( 1,122 ) 7,725 Trademark 3.6 11,000 ( 3,117 ) — — 7,883 Developed technology 5.6 24,100 ( 4,877 ) — — 19,223 Non-compete agreements 3.6 2,800 ( 793 ) — — 2,007 Patents 5.5 5,500 ( 1,164 ) — — 4,336 Total intangible assets $ 81,500 $ ( 24,890 ) $ ( 9,968 ) $ ( 1,122 ) $ 45,520 Amortization expense for intangible assets was $ 3.8 million and $ 4.5 million for the three months ended September 30, 2023 and 2022, respectively, and $ 7.7 million and $ 9.0 million for the six months ended September 30, 2023 and 2022, respectively. During the third quarter of fiscal 2023, 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. The charge was recorded within sales and marketing expenses in its Consumer and Research Services segment in the condensed consolidated statements of operations and comprehensive loss during the third quarter of fiscal 2023. There was no impairment to intangible assets during the three and six months ended September 30, 2023 and 2022. Estimated future amortization expense of the identified intangible assets as of September 30, 2023 was as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, Remainder of 2024 (Remaining six months) $ 4,581 2025 7,919 2026 7,919 2027 6,769 2028 5,006 Thereafter 5,641 Total estimated future amortization expense $ 37,835 Accrued Expense and Other Current Liabilities Accrued expense and other current liabilities consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Accrued payables $ 8,590 $ 17,030 Accrued compensation and benefits 11,693 14,737 Accrued bonus 8,335 21,600 Accrued clinical expenses 15,195 11,707 Accrued taxes and other 873 1,356 Total accrued expenses and other current liabilities $ 44,686 $ 66,430 |
Restructuring
Restructuring | 6 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 9. Restructuring In June 2023, the Company approved a reduction in force intended to restructure and strategically align its workforce with the Company’s strategy and to reduce the Company’s operating costs, primarily in the Consumer and Research Services segment. In August 2023, the Company approved a reduction in force primarily intended to restructure and strategically align the Therapeutics workforce. As a result, during the three and six months ended September 30, 2023, the Company recorded restructuring charges of $ 2.7 million and $ 6.9 , respectively, within restructuring and other charges in the condensed consolidated statements of operations, of which $ 2.7 million and $ 6.3 million, respectively, was related to cash severance payments and benefits continuation. During the three months ended June 30, 2023, the Company recorded $ 0.6 million of non-cash stock compensation to restructuring charges. The Company did not record non-cash stock-compensation to restructuring charges during the three months ended September 30, 2023. These restructuring charges were primarily related to the Research Services and Therapeutics segments. The following table shows the total amount incurred and accrued related to one-time employee termination benefits: One-Time Employee Termination Benefits (in thousands) Accrued restructuring costs included in accrued expenses and other current liabilities as of March 31, 2023 $ — Restructuring charges incurred during the period 6,871 Amounts paid during the period ( 5,939 ) Accrued restructuring costs included in accrued expenses and other current liabilities as of September 30, 2023 $ 932 The Company does not expect to incur any further material expenses in connection with the reduction in force events that occurred in June 2023 and August 2023. |
Leases
Leases | 6 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 10. Leases The Company has entered into operating leases for its corporate offices, lab facilities, and storage spaces, with remaining contractual periods ranging from 2.3 years to 7.8 years. For the Company’s facility in Sunnyvale, California, there is an option to extend the lease for a period of seven years . The Company is not reasonably certain that it will exercise this option and therefore it is not included in its right-of-use (“ROU”) assets and lease liabilities as of September 30, 2023. The Company did not have any finance leases for all the periods presented. For each of the three months ended September 30, 2023 and 2022, the Company recorded operating lease costs of $ 3.4 million and variable operating lease costs of $ 1.2 million. For the six months ended September 30, 2023 and 2022, the Company recorded operating lease costs of $ 6.8 million and $ 6.7 million, respectively, and variable operating lease costs of $ 2.5 million and $ 2.7 million, respectively. As of September 30, 2023, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: September 30, (in thousands) Fiscal years ending March 31, Remainder of 2024 (Remaining six months) $ 6,333 2025 15,474 2026 15,946 2027 15,472 2028 11,666 Thereafter 41,429 Total future operating lease payments 106,320 Less: imputed interest ( 25,271 ) Total operating lease liabilities $ 81,049 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Non-cancelable Purchase Obligations In the normal course of business, the Company enters into agreements containing non-cancelable purchase commitments for goods or services with various parties. As of September 30, 2023, the Company had a total of $ 21.8 million in outstanding non-cancelable purchase obligations with a term of 12 months or longer. Legal Matters The Company is subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of business. Certain conditions may exist as of the date that the consolidated financial statements are issued, which may result in a loss to the Company, but will only be recorded when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against and by the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought. As of the date of this Form 10-Q, management was not aware of any matters that are reasonably likely to have a material adverse impact on the Company’s business, financial position, results of operations, or cash flows. Indemnification The Company enters into indemnification provisions under agreements with other companies in the ordinary course of business, including, but not limited to, collaborators, landlords, vendors, and contractors. Pursuant to these arrangements, the Company agrees to indemnify, defend, and hold harmless the indemnified party for certain losses suffered or incurred by the indemnified party as a result of the Company’s activities. The maximum potential amount of future payments the Company could be required to make under these agreements is not determinable. The Company has never incurred costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the Company believes the fair value of these provisions is not material. The Company maintains insurance, including commercial general liability insurance and product liability insurance, to offset certain potential liabilities under these indemnification provisions. In addition, the Company indemnifies its officers, directors, and certain key employees against claims made with respect to matters that arise while they are serving in their respective capacities as such, subject to certain limitations set forth under applicable law, the Company’s Bylaws, and applicable indemnification agreements. As of September 30, 2023 , the Company was not aware of any known events or circumstances that have resulted in a material claim related to these indemnification obligations. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders ’ Equity Common Stock The Company has authorized Class A common stock and Class B common stock. 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 any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer (except for certain permitted transfers). Once converted into Class A common stock, the Class B common stock will not be reissued. Earn-Out Shares As of September 30, 2023 and March 31, 2023, 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 September 30, 2023, 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: September 30, March 31, 2023 2023 Outstanding stock options 75,637,943 68,050,752 Outstanding restricted stock units 40,751,261 26,562,566 Remaining shares available for future issuance under Amended and Restated 2021 Incentive Equity Plan 93,024,795 55,922,182 Remaining shares available for future issuance under Employee Stock Purchase Plan 11,839,766 13,349,302 Total shares of common stock reserved 221,253,765 163,884,802 At-the-Market (“ATM”) Offering On February 6, 2 023, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen” or the “Agent”), pursuant to which the Company may sell through the Agent, as the Company’s sales agent, from time to time, at the Company’s 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. 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 of 1933, as amended, 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 September 30, 2023 , the Company had not made any sales under the Sales Agreement. |
Equity Incentive Plans and Stoc
Equity Incentive Plans and Stock-Based Compensation | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plans and Stock-Based Compensation | 13. Equity Incentive Plans and Stock-Based Compensation Incentive Equity Plans In 2006, 23andMe, Inc. established its 2006 Equity Incentive Plan, as amended (the “2006 Plan”), which provided for the grant of stock options and restricted stock to its employees, directors, officers, and consultants. The 2006 Plan allowed for time-based or performance-based vesting for the awards. The 2006 Plan was 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. On September 6, 2023 (the “Effective Date ”), the Company’s stockholders approved the 23andMe Holding Co. Amended and Restated 2021 Incentive Equity Plan (the “A&R Plan”). The terms of the A&R Plan replace the existing terms of the 2021 Plan. The A&R Plan was adopted to, among other things, (i) increase the number of shares authorized for issuance by 75,000,000 shares of Class A common stock of the Company, (ii) increase the percentage of shares that may automatically be added on an annual basis to the number of authorized shares from 3 % to 5 %, (iii) increase the individual annual compensation limit for non-employee directors from $ 300,000 to $ 400,000 and to provide that the limit applies on a fiscal-year basis, (iv) revise what constitutes a change of control of the Company, (v) add additional performance measures, and (vi) implement certain other modifications and clarifications as set forth in the A&R Plan. The maximum aggregate number of shares of Class A common stock that may be issued under the A&R Plan with respect to awards granted on or after the Effective Date is the sum of (i) 75,000,000 shares of Class A common stock, (ii) any shares of Class A common stock that remain available for awards under the 2021 Plan as of the Effective Date, and (iii) any shares of Class A common stock subject to outstanding awards under the 2021 Plan as of the Effective Date that are payable in shares and that expire, are forfeited, or are otherwise terminated without having been exercised, vested, or settled in full, or are paid in cash, as applicable, on or after the Effective Date, subject to adjustment as described in the A&R Plan. As of September 30, 2023, 209,413,999 shares of the Company’s Class A common stock remained available for future issuance under the A&R Plan. Options under the A&R 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 three to four years . Under the A&R Plan, stock option awards entitle the holder to receive one share of Class A common stock for every option exercised. Under the A&R Plan, RSUs may be granted to employees, non-employee directors and consultants. The RSUs generally 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, except for the RSUs issued under the 2022 AIP as discussed below, which vest immediately upon issuance. Until vested, RSUs do not have the voting and dividend participation rights of 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 A&R Plan and the opportunity to defer settlement of all or a portion of their RSU awards. As of September 30, 2023, four non-employee directors had elected to convert all of their cash compensation into RSU awards, and two non-employee directors had 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 2023, which began on April 1, 2022, employees and certain service providers of 23andMe, Inc. and its affiliates were eligible to receive annual incentive bonuses in the form of cash or RSUs issued by the Company under the A&R Plan, based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics. On June 5, 2023, the fiscal 2023 annual incentive bonuses were paid in the form of RSUs based upon the Company’s achievement of certain pre-established financial, operational, and strategic performance metrics and as determined by the Compensation Committee of the Company’s Board of Directors. The number of RSUs granted was determined by dividing the dollar amount of the 2022 AIP annual incentive bonuses for fiscal 2023 by the trailing average closing price of the Company’s Class A common stock for the 20 days preceding the date of payment, resulting in the grant of 8,961,053 shares underlying fully-vested RSUs. The Company accounts for the RSUs issued under the 2022 AIP (the “2022 AIP RSUs”) 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 of $ 2.4 million and $ 4.8 million related to the 2022 AIP RSUs for the three months ended September 30, 2023 and 2022 , respectively, and $ 6.8 million and $ 9.7 million related to the 2022 AIP RSUs for the six months ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and March 31, 2023, the liability of the 2022 AIP RSUs was $ 8.0 million and $ 18.9 million, respectively, 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 A&R 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, 2023 68,050,752 $ 4.20 6.0 $ 10,621 Granted 13,097,016 $ 1.25 Exercised ( 1,009,279 ) $ 0.47 Canceled/forfeited/expired ( 4,500,546 ) $ 4.85 Balance as of September 30, 2023 75,637,943 $ 3.70 6.0 $ 2,086 Vested and exercisable as of September 30, 2023 49,157,358 $ 4.23 4.6 $ 1,661 The weighted average grant date fair value per share of options granted was $ 0.87 and $ 2.54 for the six months ended September 30, 2023 and 2022, respectively. The total intrinsic value of vested options exercised for the six months ended September 30, 2023 and 2022 was $ 1.0 million and $ 4.1 million, respectively. As of September 30, 2023, unrecognized stock-based compensation expense related to unvested stock options was $ 82.5 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 six months ended September 30, 2023 and 2022. 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Min Max Min Max Min Max Min Max Expected term (years) 5.8 6.0 6.0 6.0 5.8 6.0 6.0 6.8 Expected volatility 78 % 79 % 78 % 81 % 78 % 79 % 76 % 81 % Risk-free interest rate 4.4 % 4.4 % 2.9 % 3.6 % 3.6 % 4.4 % 2.8 % 3.6 % 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, 2023 26,562,566 $ 4.73 Granted 37,261,482 $ 1.96 Vested ( 15,190,229 ) $ 2.95 Canceled/forfeited ( 7,882,558 ) $ 3.54 Balance as of September 30, 2023 40,751,261 $ 3.10 As of September 30, 2023, unrecognized stock-based compensation expense related to outstanding unvested RSUs was $ 103.1 million, which is expected to be recognized over a weighted-average period of 2.7 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 Health (each, a “Former Lemonaid Officer”) 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. In connection with the Lemonaid Acquisition, each of these recipients entered into a relinquishment agreement that provides that during the four-year period that commenced on November 1, 2021 (the “Protection Period”), the Company will not (i) terminate the recipient’s employment without cause, (ii) materially reduce the recipient’s base salary or the benefits to which similarly-situated executive employees of the Company or the Company’s subsidiaries are entitled, other than a broad-based reduction to the same extent that applies to such similarly-situated executive employees, or (iii) relocate the recipient’s principal place of employment to a location outside of a 50-mile radius of their current principal place of employment. If any such event occurs during the Protection Period or in the event of recipient’s death or disability, then the unvested portion(s) of these awards will immediately vest. The employment of one of the Former Lemonaid Officers terminated as of June 30, 2023, which resulted in $ 22.0 million of related stock-based compensation expense recognized during the six months ended September 30, 2023 within general and administrative expenses. The Company recognized total stock-based compensation expense related to these awards of $ 0.4 million and $ 2.8 million for the three months ended September 30, 2023 and 2022 , respectively, and $ 25.1 million and $ 5.5 million for the six months ended September 30, 2023 and 2022, respectively, within general and administrative expenses. On November 1, 2023, the employment of the other Former Lemonaid Officer terminated. As a result, stock-based compensation expense associated with the relinquishment agreements of $ 3.1 million will be recognized during the third quarter of fiscal 2024 within general and administrative expenses. Employee Stock Purchase Plan On June 10, 2021, the shareholders of VGAC approved the 23andMe Holding Co. Employee Stock Purchase Plan (“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 September 30, 2023, 4,151,849 shares of the Company’s Class A common stock have been issued and 11,839,766 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. The Company estimated the fair value of ESPP granted using the Black-Scholes option-pricing model. The fair value of ESPP is being amortized on a straight-line basis over the requisite service period, which is the withholding period. The weighted average Black-Scholes assumptions used to value ESPP at the grant dates are as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Min Max Min Max Min Max Min Max Expected term (years) 0.5 1.0 0.5 1.0 0.5 1.0 0.5 1.0 Expected volatility 67 % 73 % 98 % 109 % 67 % 73 % 98 % 109 % Risk-free interest rate 5.4 % 5.5 % 3.3 % 3.5 % 5.4 % 5.5 % 3.3 % 3.5 % Expected dividend yield — — — — — — — — Stock-Based Compensation Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, was included in costs and expenses as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of revenue $ 1,497 $ 2,413 $ 3,969 $ 5,740 Research and development 10,938 12,003 22,630 24,079 Sales and marketing 2,016 2,003 3,734 4,892 General and administrative (1) 9,290 12,548 43,866 24,719 Restructuring and other charges — — 641 — Total stock-based compensation expense $ 23,741 $ 28,967 $ 74,840 $ 59,430 (1) Includ es $ 22.0 million of stock-based compensation expense related to the termination of a Former Lemonaid Officer during the six months ended September 30, 2023 . |
Income Taxes
Income Taxes | 6 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes The Company computes the provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjusts 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 immaterial tax provision and a tax benefit of $ 1.3 million was recognized for the three months ended September 30, 2023 and 2022 , respectively, and an immaterial tax provision and a tax benefit of $ 1.6 million was recognized for the six months ended September 30, 2023 and 2022, respectively. The provision and benefit from income taxes is reflected on the condensed consolidated statements of operations and comprehensive loss for the periods. 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 U.K. 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. |
Retirement Benefit Plans
Retirement Benefit Plans | 6 Months Ended |
Sep. 30, 2023 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plans | 15. Retirement Benefit Plans The Company has established a 401(k) retirement plan that allows participating employees in the U.S. to contribute as defined by the plan and is subject to limitations under Section 401(k) of the Code. The Company matches the greater of 100 % of the first 2 % or 100 % of the first $ 2,300 (subject to annual compensation and contribution limits) of employee contributions. The Company recognized matching contributions cost of $ 0.5 million and $ 0.6 million for the three months ended September 30, 2023 and 2022, respectively, and $ 1.4 million and $ 1.2 million for the six months ended September 30, 2023 and 2022 , respectively. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 14. 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 common stock and Class B common stock under the two-class method. No dividends were declared or paid for the three and six months ended September 30, 2023 and 2022. The Company’s stock options, RSUs, restricted stock awards subject to vesting, and estimated shares to be issued under the ESPP 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 48,699 ) $ ( 26,571 ) $ ( 38,067 ) $ ( 27,999 ) $ ( 115,546 ) $ ( 64,348 ) $ ( 87,069 ) $ ( 68,529 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 307,225,596 167,632,670 259,230,808 190,668,729 300,973,789 167,618,220 250,807,903 197,403,805 Net loss per share attributable to common stockholders: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.16 ) $ ( 0.15 ) $ ( 0.15 ) $ ( 0.38 ) $ ( 0.38 ) $ ( 0.35 ) $ ( 0.35 ) 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: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 75,637,943 69,845,695 75,637,943 69,845,695 Restricted stock units 40,725,010 24,961,669 40,725,010 24,961,669 Shares subject to vesting 301,314 3,044,461 301,314 3,044,461 ESPP 5,662,218 2,863,702 5,662,218 2,863,702 Total 122,326,485 100,715,527 122,326,485 100,715,527 There were no potential shares of Class B common stock that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented. |
Disposition of Subsidiary
Disposition of Subsidiary | 6 Months Ended |
Sep. 30, 2023 | |
Disposition of Subsidiary Abstract | |
Disposition of Subsidiary | 17. Disposition of Subsidiary Disposition of Lemonaid Health Limited On August 1, 2023, the Company completed the sale of Lemonaid Health Limited, its wholly-owned, indirect U.K. subsidiary. Lemonaid Health Limited was not a significant subsidiary, and the disposition of Lemonaid Health Limited did not constitute a strategic shift that would have a major effect on the Company’s operations or financial results. As a result, the results of operations for Lemonaid Health Limited were not reported as discontinued operations under the guidance of ASC 205 “ Presentation of Financial Statements .” During the three and six months ended September 30, 2023, the Company recorded $ 2.1 million and $ 2.4 million, respectively, of loss on the disposition of Lemonaid Health Limited and transaction-related costs within general and administrative expenses. The Company does not expect to incur any further material expenses in connection with the disposition. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Cyber Security Incident On October 10, 2023, the Company reported that certain profile information, which a customer creates and chooses to share with their genetic relatives in the DNA Relatives feature, was accessed from individual 23andMe.com accounts without the account users’ authorization (the “incident”). While the Company’s investigation is ongoing, it appears an unauthorized third party downloaded a file that included the data points of various users’ DNA Relatives profiles, and then created posts on other websites with links containing such information where other third parties could download this information. As of the filing date of this Quarterly Report on Form 10-Q, it is unclear who and how many third parties may download this information from such posts. Based on the Company’s investigation as of the filing date of this Quarterly Report on Form 10-Q, the Company does not have any indication at this time that there has been a data security incident within its systems, or that it was the source of the account credentials used in these attacks. As of the filing date of this Quarterly Report on Form 10-Q, the Company believes that the threat actor was able to access certain accounts in instances usernames and passwords that were used on 23andMe.com were the same as those used on other websites that had been previously compromised or otherwise available. The Company’s investigation into this matter is ongoing, and it is still discerning the implications of the incident. As of the filing of this Quarterly Report on Form 10-Q, as a result of this incident, multiple class action claims have been filed against the Company in federal and state court in California, as well as in British Columbia, which the Company is defending. These cases are at an early stage, and the Company cannot predict the outcome. The Company is also assessing its response to notices filed by consumers under the California Consumer Privacy Act and to inquiries from various governmental officials and agencies. The full scope of the costs and related impacts of this incident and the related litigation, including, without limitation, the availability of insurance to offset some of these costs, cannot be estimated at this time. Amendment to GSK Agreement On October 27, 2023, the Company entered into an amendment to the GSK Agreement (the “2023 GSK Amendment”) to provide GSK with a non-exclusive license to certain new, de-identified, aggregated data of the Company’s database (the “New Data”), as well as access to certain Company research services with respect to such New Data. The Company will receive a $ 20.0 million data access fee in two installments consisting of (i) $ 5.0 million following the execution of the 2023 GSK Amendment and (ii) the remaining $ 15.0 million after the date on which GSK receives the New Data from the Company, which is expected to be delivered by December 1, 2023. The New Data license will expire one year after GSK provides the Company with a notice that GSK is ready to use the New Data (notice is anticipated no later than September 30, 2024), unless the parties enter into a separate extension agreement. The 2023 GSK Amendment also enables the Company to opt-out of cost-sharing and other research and development obligations with respect to three programs initiated by GSK and the Company under the original GSK Agreement. The Company will retain rights to receive low to mid-single digit royalties on net sales of products developed in any such opted-out program. The foregoing summary of the 2023 GSK Amendment is qualified in its entirety by reference to the full text of the 2023 GSK Amendment, which is attached hereto as Exhibit 10.2 and incorporated herein by reference. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principle of Consolidation | Basis of Presentation and Principle of Consolidation 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 three and six months ended September 30, 2023 and 2022, the Company’s operations were primarily in the United States. The Company had immaterial operations in the United Kingdom (“U.K.”) prior to the disposition of its U.K. subsidiary on August 1, 2023. There have been no material changes to the Company’s significant accounting policies during the six months ended September 30, 2023, as compared to the audited consolidated financial statements in the Company’ s Annual Report on Form 10-K for the fiscal year ended March 31, 2023. |
Unaudited Interim Condensed Consolidated Financial Information | Unaudited Interim Condensed Consolidated Financial Information The accompanying interim condensed consolidated financial statements as of September 30, 2023 and for the three and six months ended September 30, 2023 and 2022 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 fiscal year ended March 31, 2023 (the “audited consolidated financial statements”) that were included in the Company’s Annual Report on Form 10-K filed with the SEC on May 25, 2023. In management’s opinion, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of September 30, 2023 and its condensed consolidated results of operations and cash flows for the six months ended September 30, 2023 and 2022. The results of operations for the three and six months ended September 30, 2023 are not necessarily indicative of the results expected for the year ending March 31, 2024 or any other future interim or annual periods. |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on March 31. References to fiscal 2024 refer to the fiscal year ending March 31, 2024 and references to fiscal 2023 and fiscal 2022 refer to the fiscal years ended March 31, 2023 and March 31, 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, annual incentive bonuses payable in the form of restricted stock units (“RSUs”), 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 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 six months ended September 30, 2023 and 2022 . One laboratory service provider accounted for 100 % of the Company’s processing of customer samples for the three and six months ended September 30, 2023 and 2022 . |
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 a majority of its cash and cash equivalents with a single high-quality financial institution, the composition and maturities of which are regularly monitored by the Company. The Company’s revenue and accounts receivable are derived primarily from the United States. See Note 3, “ Revenue, ” 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: September 30, March 31, Percentage of accounts receivable: Customer C (1) 83 % 69 % Customer F 13 % 27 % (1) Customer C is a reseller. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Percentage of revenue: Customer C (1) 26 % 23 % 21 % 19 % Customer B * 20 % 11 % 17 % * less than 10% (1) Customer C is a reseller. |
Restructuring Expense | Restructuring The Company defines restructuring expenses to include costs directly associated with exit or disposal activities, such as severance payments, benefits continuation, and non-cash stock-compensation charges associated with the modification of certain stock awards. In general, the Company records involuntary employee-related exit and disposal costs when it communicates to employees that they are entitled to receive such benefits and the amount can be reasonably estimated. |
Liquidity | Liquidity The Company’s operations have been financed primarily through the sales of equity securities and revenue from sales of PGS, telehealth, and research services. During fiscal 2022, the Company received gross proceeds of $ 309.7 million from the Merger and $ 250.0 million from the PIPE investment consummated in connection with the Merger. The Company expects to continue to incur operating losses and negative cash flows from operations for the foreseeable future due to the investments it intends to continue to make in research and development, along with general and administrative, and sales and marketing, expenses incurred to capitalize on market opportunities and drive long-term growth. The Company may require additional financing to fund operations to meet its business plan. The Company’s ability to obtain additional financing depends on a number of factors, including, but not limited to, the market price of the Company’s Class A common stock, the availability and cost of additional equity capital, the Company’s ability to retain the listing of its Class A common stock on The Nasdaq Stock Market, and the general economic and industry conditions affecting the availability and cost of capital. As of September 30, 2023, the Company had cash and cash equivalents of $ 256.4 million. Based on current cash resources and the implementation of the previously-disclosed reductions in force in June 2023 and August 2023, the Company believes its cash and cash equivalents will be sufficient to fund estimated operating expenses and capital expenditure requirements for at least 12 months from the date of the issuance of these condensed consolidated financial statements. Management considers that there are no conditions or events in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least one year from the date the condensed consolidated financial statements are issued. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Customer Information | Significant customer information is as follows: September 30, March 31, Percentage of accounts receivable: Customer C (1) 83 % 69 % Customer F 13 % 27 % (1) Customer C is a reseller. Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Percentage of revenue: Customer C (1) 26 % 23 % 21 % 19 % Customer B * 20 % 11 % 17 % * less than 10% (1) Customer C is a reseller. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Disaggregation of Revenue [Abstract] | |
Summary of Revenue By Category | The following table presents revenue by category: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) Point in Time (1) PGS $ 34,202 68 % $ 40,110 53 % $ 65,961 59 % $ 79,800 57 % Telehealth 6,872 14 % 9,171 12 % 15,157 14 % 18,532 13 % Consumer services 41,074 82 % 49,281 65 % 81,118 73 % 98,332 70 % Research services — — — — 2,353 2 % — — Total $ 41,074 82 % $ 49,281 65 % $ 83,471 75 % $ 98,332 70 % Over Time (1) PGS $ 5,400 11 % $ 4,731 7 % $ 10,670 10 % $ 9,216 6 % Telehealth 2,184 4 % 2,497 3 % 4,423 4 % 5,020 4 % Consumer services 7,584 15 % 7,228 10 % 15,093 14 % 14,236 10 % Research services 1,341 3 % 19,150 25 % 12,299 11 % 27,604 20 % Total $ 8,925 18 % $ 26,378 35 % $ 27,392 25 % $ 41,840 30 % Revenue by Category (1) PGS $ 39,602 79 % $ 44,841 60 % $ 76,631 69 % $ 89,016 63 % Telehealth 9,056 18 % 11,668 15 % 19,580 18 % 23,552 17 % Consumer services 48,658 97 % 56,509 75 % 96,211 87 % 112,568 80 % Research services 1,341 3 % 19,150 25 % 14,652 13 % 27,604 20 % Total $ 49,999 100 % $ 75,659 100 % $ 110,863 100 % $ 140,172 100 % (1) There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue (in thousands, except percentages) (in thousands, except percentages) United States $ 42,185 84 % $ 52,546 69 % $ 85,511 77 % $ 100,655 72 % United Kingdom 4,163 8 % 19,030 25 % 18,518 17 % 31,004 22 % Canada 2,558 5 % 2,839 4 % 4,728 4 % 5,878 4 % Other regions 1,093 3 % 1,244 2 % 2,106 2 % 2,635 2 % Total $ 49,999 100 % $ 75,659 100 % $ 110,863 100 % $ 140,172 100 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 as of September 30, 2023 and March 31, 2023: September 30, 2023 March 31, 2023 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 252,000 $ 252,000 $ — $ — $ 372,000 $ 372,000 $ — $ — Total financial assets $ 252,000 $ 252,000 $ — $ — $ 372,000 $ 372,000 $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule Of Company Revenue and Adjusted EBITDA by Segment | The Company’s revenue and Adjusted EBITDA by segment is as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Segment Revenue: (1) Consumer and Research Services $ 49,999 $ 75,659 $ 110,863 $ 140,172 Total revenue $ 49,999 $ 75,659 $ 110,863 $ 140,172 Segment Adjusted EBITDA: Consumer and Research Services Adjusted EBITDA $ ( 6,673 ) $ 2,324 $ ( 12,275 ) $ ( 14,673 ) Therapeutics Adjusted EBITDA ( 26,224 ) ( 18,663 ) ( 57,363 ) ( 37,128 ) Unallocated Corporate (2) ( 12,156 ) ( 13,316 ) ( 25,215 ) ( 27,568 ) Total Adjusted EBITDA $ ( 45,053 ) $ ( 29,655 ) $ ( 94,853 ) $ ( 79,369 ) Reconciliation of net loss to Adjusted EBITDA: Net loss $ ( 75,270 ) $ ( 66,065 ) $ ( 179,894 ) $ ( 155,597 ) Adjustments: Interest income, net ( 3,752 ) ( 1,392 ) ( 8,059 ) ( 1,637 ) Other (income) expense, net ( 145 ) 687 ( 477 ) 1,122 Provision for (benefit from) income taxes 36 ( 1,271 ) 36 ( 1,525 ) Depreciation and amortization 4,474 5,152 8,951 10,256 Amortization of acquired intangible assets 3,638 4,267 7,277 8,582 Stock-based compensation expense 23,741 28,967 74,840 59,430 Loss on disposition of Lemonaid Health Limited and transaction-related costs (3) 2,127 — 2,375 — Litigation settlement cost 98 — 98 — Total Adjusted EBITDA $ ( 45,053 ) $ ( 29,655 ) $ ( 94,853 ) $ ( 79,369 ) (1) There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . (2) Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, Corporate Development, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. (3) Refer to Note 17, “ Disposition of Subsidiary ” for additional information . |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Consumer and Research Services Segment Revenue: Customer C (1) (2) $ 13,040 26 % $ 17,057 23 % $ 22,751 21 % $ 26,684 19 % Customer B (3) * * $ 14,925 20 % $ 11,753 11 % $ 23,190 17 % * less than 10% (1) Customer C is a reseller. (2) Customer C revenues are primarily in the United States. (3) Customer B revenues are in the U.K. |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Computer and software $ 9,993 $ 10,376 Laboratory equipment and software 52,803 52,785 Furniture and office equipment 8,963 8,946 Leasehold improvements 40,955 40,964 Capitalized asset retirement obligations 853 853 Property and equipment, gross 113,567 113,924 Less: accumulated depreciation and amortization ( 80,762 ) ( 75,316 ) Property and equipment, net $ 32,805 $ 38,608 |
Schedule of internal use software | Internal-use software, net consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Capitalized internal-use software $ 30,901 $ 25,180 Less: accumulated amortization ( 11,930 ) ( 9,519 ) Internal-use software, net $ 18,971 $ 15,661 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: September 30, 2023 Weighted Average Remaining Useful Life Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands, except years) Customer relationships 0.1 $ 14,900 $ ( 14,279 ) $ 621 Partnerships 8.1 9,000 ( 1,725 ) 7,275 Trademark 3.1 11,000 ( 4,217 ) 6,783 Developed technology 5.1 24,100 ( 6,599 ) 17,501 Non-compete agreements 3.1 2,800 ( 1,073 ) 1,727 Patents 5.0 5,500 ( 1,572 ) 3,928 Total intangible assets $ 67,300 $ ( 29,465 ) $ 37,835 March 31, 2023 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 0.6 $ 14,900 $ ( 10,554 ) $ — $ — $ 4,346 Partnerships 8.6 23,200 ( 4,385 ) ( 9,968 ) ( 1,122 ) 7,725 Trademark 3.6 11,000 ( 3,117 ) — — 7,883 Developed technology 5.6 24,100 ( 4,877 ) — — 19,223 Non-compete agreements 3.6 2,800 ( 793 ) — — 2,007 Patents 5.5 5,500 ( 1,164 ) — — 4,336 Total intangible assets $ 81,500 $ ( 24,890 ) $ ( 9,968 ) $ ( 1,122 ) $ 45,520 |
Summary of Future Amortization of Intangible Assets | Estimated future amortization expense of the identified intangible assets as of September 30, 2023 was as follows: Estimated Amortization (in thousands) Fiscal years ending March 31, Remainder of 2024 (Remaining six months) $ 4,581 2025 7,919 2026 7,919 2027 6,769 2028 5,006 Thereafter 5,641 Total estimated future amortization expense $ 37,835 |
Schedule of Accrued Expense and Other Current Liabilities | Accrued expense and other current liabilities consisted of the following: September 30, 2023 March 31, 2023 (in thousands) Accrued payables $ 8,590 $ 17,030 Accrued compensation and benefits 11,693 14,737 Accrued bonus 8,335 21,600 Accrued clinical expenses 15,195 11,707 Accrued taxes and other 873 1,356 Total accrued expenses and other current liabilities $ 44,686 $ 66,430 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table shows the total amount incurred and accrued related to one-time employee termination benefits: One-Time Employee Termination Benefits (in thousands) Accrued restructuring costs included in accrued expenses and other current liabilities as of March 31, 2023 $ — Restructuring charges incurred during the period 6,871 Amounts paid during the period ( 5,939 ) Accrued restructuring costs included in accrued expenses and other current liabilities as of September 30, 2023 $ 932 The Company does not expect to incur any further material expenses in connection with the reduction in force events that occurred in June 2023 and August 2023. |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability | As of September 30, 2023, the future minimum lease payments included in the measurement of the Company’s operating lease liabilities were as follows: September 30, (in thousands) Fiscal years ending March 31, Remainder of 2024 (Remaining six months) $ 6,333 2025 15,474 2026 15,946 2027 15,472 2028 11,666 Thereafter 41,429 Total future operating lease payments 106,320 Less: imputed interest ( 25,271 ) Total operating lease liabilities $ 81,049 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
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: September 30, March 31, 2023 2023 Outstanding stock options 75,637,943 68,050,752 Outstanding restricted stock units 40,751,261 26,562,566 Remaining shares available for future issuance under Amended and Restated 2021 Incentive Equity Plan 93,024,795 55,922,182 Remaining shares available for future issuance under Employee Stock Purchase Plan 11,839,766 13,349,302 Total shares of common stock reserved 221,253,765 163,884,802 |
Equity Incentive Plans and St_2
Equity Incentive Plans and Stock-Based Compensation (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
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 A&R 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, 2023 68,050,752 $ 4.20 6.0 $ 10,621 Granted 13,097,016 $ 1.25 Exercised ( 1,009,279 ) $ 0.47 Canceled/forfeited/expired ( 4,500,546 ) $ 4.85 Balance as of September 30, 2023 75,637,943 $ 3.70 6.0 $ 2,086 Vested and exercisable as of September 30, 2023 49,157,358 $ 4.23 4.6 $ 1,661 |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | 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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Min Max Min Max Min Max Min Max Expected term (years) 5.8 6.0 6.0 6.0 5.8 6.0 6.0 6.8 Expected volatility 78 % 79 % 78 % 81 % 78 % 79 % 76 % 81 % Risk-free interest rate 4.4 % 4.4 % 2.9 % 3.6 % 3.6 % 4.4 % 2.8 % 3.6 % 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, 2023 26,562,566 $ 4.73 Granted 37,261,482 $ 1.96 Vested ( 15,190,229 ) $ 2.95 Canceled/forfeited ( 7,882,558 ) $ 3.54 Balance as of September 30, 2023 40,751,261 $ 3.10 |
Schedule of Share Based Compensation Costs | Total stock-based compensation expense, including stock-based compensation expense related to awards classified as liabilities, was included in costs and expenses as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 (in thousands) (in thousands) Cost of revenue $ 1,497 $ 2,413 $ 3,969 $ 5,740 Research and development 10,938 12,003 22,630 24,079 Sales and marketing 2,016 2,003 3,734 4,892 General and administrative (1) 9,290 12,548 43,866 24,719 Restructuring and other charges — — 641 — Total stock-based compensation expense $ 23,741 $ 28,967 $ 74,840 $ 59,430 (1) Includ es $ 22.0 million of stock-based compensation expense related to the termination of a Former Lemonaid Officer during the six months ended September 30, 2023 . |
Employee Stock Purchase Plan | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Assumptions Used in the Black-Scholes Option-Pricing Model | The weighted average Black-Scholes assumptions used to value ESPP at the grant dates are as follows: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Min Max Min Max Min Max Min Max Expected term (years) 0.5 1.0 0.5 1.0 0.5 1.0 0.5 1.0 Expected volatility 67 % 73 % 98 % 109 % 67 % 73 % 98 % 109 % Risk-free interest rate 5.4 % 5.5 % 3.3 % 3.5 % 5.4 % 5.5 % 3.3 % 3.5 % Expected dividend yield — — — — — — — — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Sep. 30, 2023 | |
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 September 30, Six Months Ended September 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B (in thousands, except share and per share data) (in thousands, except share and per share data) Numerator: Net loss attributable to common stockholders $ ( 48,699 ) $ ( 26,571 ) $ ( 38,067 ) $ ( 27,999 ) $ ( 115,546 ) $ ( 64,348 ) $ ( 87,069 ) $ ( 68,529 ) Denominator: Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted 307,225,596 167,632,670 259,230,808 190,668,729 300,973,789 167,618,220 250,807,903 197,403,805 Net loss per share attributable to common stockholders: Net loss per share attributable to common stockholders, basic and diluted $ ( 0.16 ) $ ( 0.16 ) $ ( 0.15 ) $ ( 0.15 ) $ ( 0.38 ) $ ( 0.38 ) $ ( 0.35 ) $ ( 0.35 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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: Three Months Ended September 30, Six Months Ended September 30, 2023 2022 2023 2022 Outstanding stock options 75,637,943 69,845,695 75,637,943 69,845,695 Restricted stock units 40,725,010 24,961,669 40,725,010 24,961,669 Shares subject to vesting 301,314 3,044,461 301,314 3,044,461 ESPP 5,662,218 2,863,702 5,662,218 2,863,702 Total 122,326,485 100,715,527 122,326,485 100,715,527 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Cash and cash equivalents value | $ 256.4 | $ 256.4 | |||
Proceeds from Acquisition | $ 309.7 | ||||
PIPE [Member] | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Proceeds from Acquisition | $ 250 | ||||
Supplier Concentration Risk | Revenue | Microarrays | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of Revenue | 100% | ||||
Supplier Concentration Risk | Revenue | K I T S | |||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||
Percentage of Revenue | 100% | 100% | 100% | 100% | |
Supplier Concentration Risk | Revenue | 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 | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | ||
Customer C | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | [1] | 83% | 69% | |||
Customer F | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of accounts receivable | 13% | 27% | ||||
Customer Concentration Risk [Member] | Customer B | Revenue Benchmark [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of Revenue | 20% | 11% | 17% | |||
Customer Concentration Risk [Member] | Customer C | Revenue Benchmark [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Percentage of Revenue | [2] | 26% | 23% | 21% | 19% | |
[1] Customer C is a reseller. Customer C is a reseller. |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 252,000 | $ 372,000 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 252,000 | 372,000 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 0 | 0 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | 252,000 | 372,000 |
Money market funds | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total financial assets | $ 252,000 | 372,000 |
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 - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Fair Value Liabilities Level Two To Level One Transfers Amount | $ 0 | $ 0 | $ 0 | ||
Fair Value Nonrecurring [Member] | |||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Impairment charges | 10 | ||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | $ 0 |
Recapitalization - Additional I
Recapitalization - Additional Information (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
VG Acquisition Sponsor LLC [Member] | ||
Business Acquisition [Line Items] | ||
Earn-out shares, Percentage | 50% | |
Lockup period for shares | 7 years | 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 | 311,339,539 | 293,020,474 |
Common stock, shares issued | 311,339,539 | 293,020,474 |
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | ||
Business Acquisition [Line Items] | ||
Earn-out shares, Percentage | 50% | |
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 | $ 12.5 | |
Class B Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Common stock, shares outstanding | 167,491,460 | 168,179,488 |
Common stock, shares issued | 167,491,460 | 168,179,488 |
Acquisition - Schedule of Consi
Acquisition - Schedule of Consideration Transferred to Acquired Identifiable Assets and Assumed Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Business Acquisition [Line Items] | ||
Goodwill | $ 351,744 | $ 351,744 |
Acquisition (Additional Informa
Acquisition (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Business Acquisition [Line Items] | |||||||
Recognized revenue | [1] | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 | ||
Net Income (Loss) | (75,270) | $ (104,624) | (66,065) | $ (89,532) | (179,894) | (155,597) | |
Class A Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net Income (Loss) | $ (48,699) | $ (38,067) | $ (115,546) | $ (87,069) | |||
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . |
Revenue - Summary of Revenue By
Revenue - Summary of Revenue By Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 | |
PGS | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 39,602 | 44,841 | 76,631 | 89,016 |
PGS | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 34,202 | 40,110 | 65,961 | 79,800 |
PGS | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 5,400 | 4,731 | 10,670 | 9,216 |
Telehealth | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 9,056 | 11,668 | 19,580 | 23,552 |
Telehealth | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 6,872 | 9,171 | 15,157 | 18,532 |
Telehealth | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 2,184 | 2,497 | 4,423 | 5,020 |
Consumer services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 48,658 | 56,509 | 96,211 | 112,568 |
Consumer services | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 41,074 | 49,281 | 81,118 | 98,332 |
Consumer services | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 7,584 | 7,228 | 15,093 | 14,236 |
Research Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 1,341 | 19,150 | 14,652 | 27,604 |
Research Services | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 0 | 0 | 2,353 | 0 |
Research Services | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 1,341 | 19,150 | 12,299 | 27,604 |
Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 49,999 | 75,659 | 110,863 | 140,172 |
Service | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | 41,074 | 49,281 | 83,471 | 98,332 |
Service | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 8,925 | $ 26,378 | $ 27,392 | $ 41,840 |
Product Concentration Risk | Revenue | PGS | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 79% | 60% | 69% | 63% |
Product Concentration Risk | Revenue | PGS | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 68% | 53% | 59% | 57% |
Product Concentration Risk | Revenue | PGS | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 11% | 7% | 10% | 6% |
Product Concentration Risk | Revenue | Telehealth | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 18% | 15% | 18% | 17% |
Product Concentration Risk | Revenue | Telehealth | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 14% | 12% | 14% | 13% |
Product Concentration Risk | Revenue | Telehealth | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 4% | 3% | 4% | 4% |
Product Concentration Risk | Revenue | Consumer services | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 97% | 75% | 87% | 80% |
Product Concentration Risk | Revenue | Consumer services | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 82% | 65% | 73% | 70% |
Product Concentration Risk | Revenue | Consumer services | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 15% | 10% | 14% | 10% |
Product Concentration Risk | Revenue | Research Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 3% | 25% | 13% | 20% |
Product Concentration Risk | Revenue | Research Services | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 0% | 0% | 2% | 0% |
Product Concentration Risk | Revenue | Research Services | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 3% | 25% | 11% | 20% |
Product Concentration Risk | Revenue | Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 100% | 100% | 100% | 100% |
Product Concentration Risk | Revenue | Service | Point in Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 82% | 65% | 75% | 70% |
Product Concentration Risk | Revenue | Service | Over Time | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | [1] | 18% | 35% | 25% | 30% |
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue by Region based on the Shipping Address of Customers (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 | |
Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | [1] | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 |
Revenue | Geographic Concentration Risk | Service | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | 100% | 100% | 100% | 100% | |
United States | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 42,185 | $ 52,546 | $ 85,511 | $ 100,655 | |
United States | Revenue | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | 84% | 69% | 77% | 72% | |
United Kingdom | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 4,163 | $ 19,030 | $ 18,518 | $ 31,004 | |
United Kingdom | Revenue | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | 8% | 25% | 17% | 22% | |
Canada | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 2,558 | $ 2,839 | $ 4,728 | $ 5,878 | |
Canada | Revenue | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | 5% | 4% | 4% | 4% | |
Other | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue | $ 1,093 | $ 1,244 | $ 2,106 | $ 2,635 | |
Other | Revenue | Geographic Concentration Risk | |||||
Disaggregation of Revenue [Line Items] | |||||
Percentage of Revenue | 3% | 2% | 2% | 2% | |
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . |
Revenue (Additional Information
Revenue (Additional Information) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||||
Breakage revenue recognized | $ 4.3 | $ 6 | $ 8.9 | $ 11 | |
Consumer services | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred revenue for customer services | 39.2 | 39.2 | $ 48.6 | ||
Breakage revenue recognized | 8.9 | 31.4 | |||
Research Services | |||||
Disaggregation of Revenue [Line Items] | |||||
Deferred revenue for customer services | 1.1 | 1.1 | 14 | ||
Breakage revenue recognized | 1.2 | 13.6 | |||
Contract with customer liability revenue recognized related party amount | 1.1 | 11.8 | |||
Contract with customer liability related party amount | $ 11.8 | ||||
Remaining performance obligations | $ 2.9 | $ 2.9 | |||
Revenue recognize percentage | 75% | 75% |
Variable Interest Entities (Add
Variable Interest Entities (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | ||
Aggregate carrying value of assets | $ 801,230 | $ 801,230 | $ 942,598 | |||||
Aggregate Carrying Value of total liabilities | 175,979 | 175,979 | $ 228,659 | |||||
Recognized revenue | [1] | 49,999 | $ 75,659 | 110,863 | $ 140,172 | |||
Net loss attributable to common stockholders | (75,270) | $ (104,624) | (66,065) | $ (89,532) | (179,894) | (155,597) | ||
VIE [Member] | ||||||||
Recognized revenue | 8,500 | 10,400 | 17,500 | 21,100 | ||||
Net loss attributable to common stockholders | $ 3,300 | $ 1,700 | $ 5,800 | $ 2,100 | ||||
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . |
Segment Information - Schedule
Segment Information - Schedule of Company Revenue and Adjusted EBITDA by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Revenue | |||||||
Total revenue | [1] | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 | ||
Segment Adjusted EBITDA | |||||||
Total Adjusted EBITDA | (45,053) | (29,655) | (94,853) | (79,369) | |||
Net loss attributable to common stockholders | (75,270) | $ (104,624) | (66,065) | $ (89,532) | (179,894) | (155,597) | |
Adjustments | |||||||
Interest income, net | (3,752) | (1,392) | (8,059) | (1,637) | |||
Other income (expense), net | (145) | 687 | (477) | 1,122 | |||
Provision for (benefit from) income taxes | 36 | (1,271) | 36 | (1,525) | |||
Depreciation and amortization | 4,474 | 5,152 | 8,951 | 10,256 | |||
Amortization of acquired intangible assets | 3,638 | 4,267 | 7,277 | 8,582 | |||
Stock-based compensation expense | 23,741 | 28,967 | 74,840 | 59,430 | |||
Loss on disposition of Lemonaid Health Limited and related transaction costs (3) | [2] | 2,127 | 0 | 2,375 | 0 | ||
Litigation settlement cost | 98 | 0 | 98 | 0 | |||
Total Adjusted EBITDA | (45,053) | (29,655) | (94,853) | (79,369) | |||
Consumer And Research Services | |||||||
Segment Revenue | |||||||
Total revenue | [1] | 49,999 | 75,659 | 110,863 | 140,172 | ||
Segment Adjusted EBITDA | |||||||
Total Adjusted EBITDA | (6,673) | 2,324 | (12,275) | (14,673) | |||
Therapeutics | |||||||
Segment Adjusted EBITDA | |||||||
Total Adjusted EBITDA | (26,224) | (18,663) | (57,363) | (37,128) | |||
Unallocated Corporate [Member] | |||||||
Segment Adjusted EBITDA | |||||||
Total Adjusted EBITDA | [3] | $ (12,156) | $ (13,316) | $ (25,215) | $ (27,568) | ||
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . Refer to Note 17, “ Disposition of Subsidiary ” for additional information Certain department expenses such as Finance, Legal, Regulatory and Supplier Quality, Corporate Communications, Corporate Development, and CEO Office are not reported as part of the reporting segments as reviewed by the CODM. These amounts are included in Unallocated Corporate. |
Segment Information - Schedul_2
Segment Information - Schedule of Customer Accounting of Segment Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Segment Reporting Information [Line Items] | |||||
Recognized revenue | [1] | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 |
Customer C | Consumer And Research Services | Revenue | Customer Concentration Risk [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Recognized revenue | [2],[3] | $ 13,040 | $ 17,057 | $ 22,751 | $ 26,684 |
Percentage of Revenue | [2],[3] | 26% | 23% | 21% | 19% |
Customer B | Consumer And Research Services | Revenue | Customer Concentration Risk [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Recognized revenue | [4] | $ 14,925 | $ 11,753 | $ 23,190 | |
Percentage of Revenue | [4] | 20% | 11% | 17% | |
[1] There was no Therapeutics revenue for the three and six months ended September 30, 2023 and 2022 . Customer C is a reseller. 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 | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | $ 49,999 | $ 75,659 | $ 110,863 | $ 140,172 | ||
Deferred Revenue Current | 40,283 | 40,283 | $ 62,521 | |||
Cost of Revenue | (28,270) | (37,386) | (58,453) | (76,409) | ||
Accounts Payable and Other Accrued Liabilities, Current | 44,686 | 44,686 | 66,430 | |||
G S K | ||||||
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | ||||||
Revenue | 1,100 | 14,900 | 11,800 | 23,200 | ||
Aggregate Cash Consideration For Collaboration Arrangement | $ 50,000 | |||||
Deferred Revenue Current | 11,800 | |||||
Research and development expense | 4,900 | $ 2,700 | 8,200 | $ 6,300 | ||
Accounts Payable and Other Accrued Liabilities, Current | $ 13,700 | $ 13,700 | $ 11,900 | |||
Voting interest percentage | 20% | 20.10% |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 113,567 | $ 113,924 |
Less: accumulated depreciation and amortization | (80,762) | (75,316) |
Property and equipment, net | 32,805 | 38,608 |
Computer and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 9,993 | 10,376 |
Laboratory Equipment and Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 52,803 | 52,785 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 8,963 | 8,946 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 40,955 | 40,964 |
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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property Plant And Equipment [Line Items] | ||||
Depreciation | $ 3,000 | $ 3,900 | $ 6,000 | $ 7,800 |
Impairment to internal-use software | 0 | 0 | 0 | 0 |
Impairment Charge for U.K Partnership Asset | 10,000 | |||
Amortization Of Intangible Assets | 3,800 | 4,500 | 7,700 | 9,000 |
Internal Use Software | ||||
Property Plant And Equipment [Line Items] | ||||
Amortization of internal use software including capitalized stock based compensation expense | 1,300 | 1,200 | 2,500 | 2,500 |
Internal-use software write-off | 1,100 | |||
Capitalized Computer Software Gross | $ 3,400 | $ 2,400 | $ 6,800 | $ 4,300 |
Balance Sheet Components - Summ
Balance Sheet Components - Summary of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 67,300 | $ 81,500 |
Accumulated amortization | (29,465) | (24,890) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Total estimated future amortization expense | $ 37,835 | $ 45,520 |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 1 month 6 days | 7 months 6 days |
Gross Carrying Amount | $ 14,900 | $ 14,900 |
Accumulated amortization | (14,279) | (10,554) |
Cumulative Impairment Charge | 0 | |
Cumulative currency translation | 0 | |
Total estimated future amortization expense | $ 621 | $ 4,346 |
Partnerships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 8 years 1 month 6 days | 8 years 7 months 6 days |
Gross Carrying Amount | $ 9,000 | $ 23,200 |
Accumulated amortization | (1,725) | (4,385) |
Cumulative Impairment Charge | (9,968) | |
Cumulative currency translation | (1,122) | |
Total estimated future amortization expense | $ 7,275 | $ 7,725 |
Trademark [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 1 month 6 days | 3 years 7 months 6 days |
Gross Carrying Amount | $ 11,000 | $ 11,000 |
Accumulated amortization | (4,217) | (3,117) |
Cumulative Impairment Charge | 0 | |
Cumulative currency translation | 0 | |
Total estimated future amortization expense | $ 6,783 | $ 7,883 |
Developed technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years 1 month 6 days | 5 years 7 months 6 days |
Gross Carrying Amount | $ 24,100 | $ 24,100 |
Accumulated amortization | (6,599) | (4,877) |
Cumulative Impairment Charge | 0 | |
Cumulative currency translation | 0 | |
Total estimated future amortization expense | $ 17,501 | $ 19,223 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years 1 month 6 days | 3 years 7 months 6 days |
Gross Carrying Amount | $ 2,800 | $ 2,800 |
Accumulated amortization | (1,073) | (793) |
Cumulative Impairment Charge | 0 | |
Cumulative currency translation | 0 | |
Total estimated future amortization expense | $ 1,727 | $ 2,007 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years 6 months |
Gross Carrying Amount | $ 5,500 | $ 5,500 |
Accumulated amortization | (1,572) | (1,164) |
Cumulative Impairment Charge | 0 | |
Cumulative currency translation | 0 | |
Total estimated future amortization expense | $ 3,928 | $ 4,336 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Internal Use Software, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Capitalized internal-use software, gross | $ 30,901 | $ 25,180 |
Less: accumulated amortization | (11,930) | (9,519) |
Internal-use software, net | $ 18,971 | $ 15,661 |
Balance Sheet Components - Su_2
Balance Sheet Components - Summary of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Remainder of 2024 (Remaining Six months) | $ 4,581 | |
2025 | 7,919 | |
2026 | 7,919 | |
2027 | 6,769 | |
2028 | 5,006 | |
Thereafter | 5,641 | |
Total estimated future amortization expense | $ 37,835 | $ 45,520 |
Balance Sheet Components - Sc_2
Balance Sheet Components - Schedule of Accrued Expense and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Mar. 31, 2023 |
Balance Sheet Related Disclosures [Abstract] | ||
Accrued payables | $ 8,590 | $ 17,030 |
Accrued compensation and benefits | 11,693 | 14,737 |
Accrued bonus | 8,335 | 21,600 |
Accrued clinical expenses | 15,195 | 11,707 |
Accrued taxes and other | 873 | 1,356 |
Total accrued expenses and other current liabilities | $ 44,686 | $ 66,430 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Lessee Lease Description [Line Items] | ||||
Operating lease option to extend | For the Company’s facility in Sunnyvale, California, there is an option to extend the lease for a period of seven years | |||
Operating lease cost | $ 3.4 | $ 3.4 | $ 6.8 | $ 6.7 |
Variable lease cost | $ 1.2 | $ 1.2 | $ 2.5 | $ 2.7 |
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 2 years 3 months 18 days | 2 years 3 months 18 days | ||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term | 7 years 9 months 18 days | 7 years 9 months 18 days |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments Related to Company's Operating Lease Liability (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2024 (Remaining six months) | $ 6,333 |
2025 | 15,474 |
2026 | 15,946 |
2027 | 15,472 |
2028 | 11,666 |
Thereafter | 41,429 |
Total future operating lease payments | 106,320 |
Less: imputed interest | (25,271) |
Total operating lease liabilities | $ 81,049 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase obligations | $ 21.8 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) $ / shares in Units, $ in Millions | 6 Months Ended | 12 Months Ended | |
Feb. 06, 2023 USD ($) | Sep. 30, 2023 Vote $ / shares shares | Mar. 31, 2023 shares | |
Class Of Stock [Line Items] | |||
Stock split description | Each share of Class B common stock is convertible into one share of Class A common stock any time at the option of the holder and is automatically converted into one share of Class A common stock upon transfer | ||
Proceeds from sales agent commission percentage | 3% | ||
VG Acquisition Sponsor LLC [Member] | |||
Class Of Stock [Line Items] | |||
Lockup Period | 7 years | 7 years | |
Earn Out Shares, Percentage | 50% | ||
Class A Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Number of votes | Vote | 1 | ||
Class A Common Stock [Member] | VG Acquisition Sponsor LLC [Member] | |||
Class Of Stock [Line Items] | |||
Earnout Shares | shares | 3,814,125 | 3,814,125 | |
Trading days | 20 days | ||
Earn Out Shares, Percentage | 50% | ||
Number of trading days after commencing | 30 days | ||
Class B Common Stock [Member] | |||
Class Of Stock [Line Items] | |||
Number of votes | Vote | 10 | ||
Maximum [Member] | VG Acquisition Sponsor LLC [Member] | |||
Class Of Stock [Line Items] | |||
Share Price Thresholds Release From Lock Up | $ / shares | $ 15 | ||
Maximum [Member] | Cowen and Company LLC [Member] | Sales Agreement [Member] | |||
Class Of Stock [Line Items] | |||
Aggregate principal amount | $ | $ 150 | ||
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 | $ 12.5 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Common Stock Reserved for Issuance (Detail) - shares | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Mar. 31, 2023 | |
Class Of Stock [Line Items] | ||
Outstanding stock options | 75,637,943 | 68,050,752 |
Total shares of common stock reserved | 221,253,765 | 163,884,802 |
2021 Incentive Equity Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under 2021 Incentive Equity Plan | 93,024,795 | 55,922,182 |
Employee Stock Purchase Plan | ||
Class Of Stock [Line Items] | ||
Remaining shares available for future issuance under Employee Stock Purchase Plan | 11,839,766 | 13,349,302 |
Restricted Stock Units | ||
Class Of Stock [Line Items] | ||
Outstanding restricted stock units | 40,751,261 | 26,562,566 |
Equity Incentive Plans and St_3
Equity Incentive Plans and Stock-Based Compensation - Additional Information (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Nov. 01, 2023 USD ($) | Jun. 10, 2021 shares | Nov. 30, 2021 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Mar. 31, 2023 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 221,253,765 | 221,253,765 | 163,884,802 | |||||
Granted | 13,097,016 | |||||||
Weighted-average grant date fair values of options granted | $ / shares | $ 0.87 | $ 2.54 | ||||||
Intrinsic value of vested options exercised | $ | $ 1,000 | $ 4,100 | ||||||
Unrecognized stock-based compensation cost | $ | $ 82,500 | $ 82,500 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 7 months 6 days | |||||||
Stock-based compensation expense | $ | 23,741 | $ 28,967 | $ 74,840 | 59,430 | ||||
Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Vesting period | 4 years | |||||||
Common stock granted subject to vest | 3,747,027 | |||||||
Common stock granted subject to vest, Weighted average grant date fair value | $ | $ 43,900 | |||||||
General and Administrative [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | 22,000 | |||||||
General and Administrative [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | 400 | 2,800 | 25,100 | 5,500 | ||||
General and Administrative [Member] | Relinquishment Triggering Event [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 3,100 | |||||||
Employee Stock Option | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Tax benefit recognized from stock option exercises | $ | 0 | 0 | 0 | 0 | ||||
Restricted Stock Units | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation cost | $ | $ 103,100 | $ 103,100 | ||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 2 years 8 months 12 days | |||||||
Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option vest, term | 4 years | |||||||
Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Option vest, term | 3 years | |||||||
2021 Incentive Equity Plan [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 | 110% | |||||||
Share-based payment award, expiration period | 10 years | |||||||
Share-based compensation terms of award | Options under the A&R 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] | Employee Stock Option | ||||||||
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 | ||||||||
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 | 5,000,000 | |||||||
2006 Equity Incentive Plan [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Granted | 0 | |||||||
2022 AIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ | $ 2,400 | $ 4,800 | $ 6,800 | $ 9,700 | ||||
Other current liabilities | $ | $ 8,000 | $ 8,000 | $ 18,900 | |||||
A&R Plan [Member] | Maximum [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance shares of increase annual percentage | 5% | |||||||
A&R Plan [Member] | Minimum [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance shares of increase annual percentage | 3% | |||||||
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 | 136,000,000 | |||||||
Exchange ratio of common stock | 2.293698169 | |||||||
Class A Common Stock [Member] | ESPP | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 11,420,000 | 11,839,766 | 11,839,766 | |||||
Number of shares issued | 4,151,849 | |||||||
Class A Common Stock [Member] | 2022 AIP [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Issuance of common stock upon release of restricted stock units, shares | 8,961,053 | |||||||
Class A Common Stock [Member] | A&R Plan [Member] | Lemonaid Health, Inc. [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 209,413,999 | 209,413,999 | ||||||
Class A Common Stock [Member] | A&R Plan [Member] | Maximum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares Available for Grant, Beginning balance | 75,000,000 | 75,000,000 | ||||||
Class A Common Stock [Member] | A&R Plan [Member] | Maximum [Member] | Lemonaid Health, Inc. [Member] | Non-Employee Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 400,000 | 400,000 | ||||||
Class A Common Stock [Member] | A&R Plan [Member] | Minimum [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares Available for Grant, Beginning balance | 75,000,000 | 75,000,000 | ||||||
Class A Common Stock [Member] | A&R Plan [Member] | Minimum [Member] | Lemonaid Health, Inc. [Member] | Non-Employee Directors [Member] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||
Shares reserved for future issuance | 300,000 | 300,000 |
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 | 6 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares | |
Share-Based Payment Arrangement [Abstract] | ||
Balance as of March 31, 2023 | shares | 68,050,752 | |
Granted | shares | 13,097,016 | |
Exercised | shares | (1,009,279) | |
Cancelled/forfeited/expired | shares | (4,500,546) | |
Balance as of September 30, 2023 | shares | 75,637,943 | |
Vested and exercisable as of September 30, 2023 | shares | 49,157,358 | |
Weighted-Average Exercise Price Beginning balance As Of March 31,2023 | $ / shares | $ 4.2 | |
Weighted-Average Exercise Price, Granted | $ / shares | 1.25 | |
Weighted-Average Exercise Price, Exercised | $ / shares | 0.47 | |
Weighted-Average Exercise Price, Cancelled/Forfeited/Expired | $ / shares | 4.85 | |
Weighted-Average Exercise Price, Ending balance As Of September 30, 2023 | $ / shares | 3.7 | $ 4.2 |
Weighted-Average Exercise Price, Vested and exercisable September 30, 2023 | $ / shares | $ 4.23 | |
Weighted-Average Remaining Contractual Term (Years) | 6 years | 6 years |
Weighted-Average Remaining Contractual Term (Years), Vested and Exercisable | 4 years 7 months 6 days | |
Aggregate Intrinsic Value of Options Outstanding | $ | $ 2,086 | $ 10,621 |
Aggregate Intrinsic Value of Options Outstanding, Vested and Exercisable | $ | $ 1,661 |
Equity Incentive Plans and St_5
Equity Incentive Plans and Stock-Based Compensation - Summary of the Value Stock Options (Details) | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Minimum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 5 years 9 months 18 days | 6 years | 5 years 9 months 18 days | 6 years |
Volatility | 78% | 78% | 78% | 76% |
Risk-free rate | 4.40% | 2.90% | 3.60% | 2.80% |
Dividend yield | 0% | 0% | 0% | 0% |
Minimum [Member] | ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 months | 6 months | 6 months | 6 months |
Volatility | 67% | 98% | 67% | 98% |
Risk-free rate | 5.40% | 3.30% | 5.40% | 3.30% |
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 6 years | 6 years | 6 years | 6 years 9 months 18 days |
Volatility | 79% | 81% | 79% | 81% |
Risk-free rate | 4.40% | 3.60% | 4.40% | 3.60% |
Dividend yield | 0% | 0% | 0% | 0% |
Maximum [Member] | ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected term | 1 year | 1 year | 1 year | 1 year |
Volatility | 73% | 109% | 73% | 109% |
Risk-free rate | 5.50% | 3.50% | 5.50% | 3.50% |
Equity Incentive Plans and St_6
Equity Incentive Plans and Stock-Based Compensation - Summary of the Restricted Stock Units (Details) - Restricted Stock Units | 6 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Unvested RSUs, beginning balance, Unvested as of March31, 2023 | shares | 26,562,566 |
Unvested RSUs, Granted | shares | 37,261,482 |
Unvested RSUs, Vested | shares | (15,190,229) |
Unvested RSUs, Cancelled/forfeited | shares | (7,882,558) |
Unvested RSUs ending balance unvested as of September 30, 2023 | shares | 40,751,261 |
Weighted-Average Grant Date Fair Value Per Share, Beginning balance, Unvested as of March 31, 2023 | $ / shares | $ 4.73 |
Weighted-Average Grant Date Fair Value Per Share, Granted | $ / shares | 1.96 |
Weighted-Average Grant Date Fair Value Per Share, Vested | $ / shares | 2.95 |
Weighted-Average Grant Date Fair Value Per Share, Cancelled/forfeited | $ / shares | 3.54 |
Weighted-Average Grant Date Fair Value Per Share, Ending balance, Unvested as of September 30, 2023 | $ / shares | $ 3.1 |
Equity Incentive Plans and St_7
Equity Incentive Plans and Stock-Based Compensation - Summary of the Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | $ 23,741 | $ 28,967 | $ 74,840 | $ 59,430 | |
General and Administrative [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | 22,000 | ||||
Secondary Sale Transaction [Member] | Cost of Revenue [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | 1,497 | 2,413 | 3,969 | 5,740 | |
Secondary Sale Transaction [Member] | Research and Development [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | 10,938 | 12,003 | 22,630 | 24,079 | |
Secondary Sale Transaction [Member] | Sales and Marketing [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | 2,016 | 2,003 | 3,734 | 4,892 | |
Secondary Sale Transaction [Member] | General and Administrative [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | [1] | 9,290 | 12,548 | 43,866 | 24,719 |
Secondary Sale Transaction [Member] | Restructuring and Other Charges [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 0 | $ 641 | $ 0 | |
[1] Includ es $ 22.0 million of stock-based compensation expense related to the termination of a Former Lemonaid Officer during the six months ended September 30, 2023 . |
Equity Incentive Plans and St_8
Equity Incentive Plans and Stock-Based Compensation - Summary of the Stock-Based Compensation (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 23,741 | $ 28,967 | $ 74,840 | $ 59,430 |
Former Lemonaid Officer [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation expense | $ 22,000 |
Retirement Benefit Plans (Addit
Retirement Benefit Plans (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Contributions cost | $ 500 | $ 600 | $ 1,400 | $ 1,200 |
Annual compensation | $ 2,300 | |||
Annual compensation percentage | 100% | 100% | ||
Annual compensation of employee contributions | 100% | 100% | ||
Annual compensation and contribution limits | The Company matches the greater of 100% of the first 2% or 100% of the first $2,300 (subject to annual compensation and contribution limits) of employee contributions. |
Restructuring -Schedule of rest
Restructuring -Schedule of restructuring and related costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Accrued restructuring costs included in accrued expenses and other current liabilities | $ 0 | |||
Restructuring and other charges | $ 2,654 | $ 0 | 6,871 | $ 0 |
Amounts paid during the period | (5,939) | |||
Accrued restructuring costs included in accrued expenses and other current liabilities | $ 932 | $ 932 |
Restructuring (Additional Infor
Restructuring (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 2,654 | $ 0 | $ 6,871 | $ 0 |
Other Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 2,700 | 6,900 | ||
Other Restructuring Costs | 2,700 | $ 6,300 | ||
Severance Costs | $ 600 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Operating Loss Carryforwards [Line Items] | ||||
Immaterial tax provision | $ 1.3 | $ 1.3 | $ 1.6 | $ 1.6 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Dividends paid in shares | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Schedule of Basic And Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||
Net loss attributable to common stockholders | $ (75,270) | $ (104,624) | $ (66,065) | $ (89,532) | $ (179,894) | $ (155,597) |
Denominator: | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 474,858,266 | 449,899,537 | 468,592,009 | 448,211,708 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 474,858,266 | 449,899,537 | 468,592,009 | 448,211,708 | ||
Net loss per share of Class A and Class B common stock attributable to common stockholders: | ||||||
Net loss per share attributable to common stockholders, basic | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) | ||
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss attributable to common stockholders | $ (48,699) | $ (38,067) | $ (115,546) | $ (87,069) | ||
Denominator: | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 307,225,596 | 259,230,808 | 300,973,789 | 250,807,903 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 307,225,596 | 259,230,808 | 300,973,789 | 250,807,903 | ||
Net loss per share of Class A and Class B common stock attributable to common stockholders: | ||||||
Net loss per share attributable to common stockholders, basic | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) | ||
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Net loss attributable to common stockholders | $ (26,571) | $ (27,999) | $ (64,348) | $ (68,529) | ||
Denominator: | ||||||
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic | 167,632,670 | 190,668,729 | 167,618,220 | 197,403,805 | ||
Weighted-average shares used in computing net loss per share attributable to common stockholders, diluted | 167,632,670 | 190,668,729 | 167,618,220 | 197,403,805 | ||
Net loss per share of Class A and Class B common stock attributable to common stockholders: | ||||||
Net loss per share attributable to common stockholders, basic | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) | ||
Net loss per share attributable to common stockholders, diluted | $ (0.16) | $ (0.15) | $ (0.38) | $ (0.35) |
Net Loss Per Share Attributab_5
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 | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 122,326,485 | 100,715,527 | 122,326,485 | 100,715,527 |
ESPP | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 5,662,218 | 2,863,702 | 5,662,218 | 2,863,702 |
Employee Stock Option | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 75,637,943 | 69,845,695 | 75,637,943 | 69,845,695 |
Restricted Stock Units | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 40,725,010 | 24,961,669 | 40,725,010 | 24,961,669 |
Shares Subject to Vesting | ||||
Earnings Per Share Basic [Line Items] | ||||
Outstanding stock options | 301,314 | 3,044,461 | 301,314 | 3,044,461 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Proceeds from PIPE | $ 1,411 | $ 3,238 |
Disposition of Subsidiary (Addi
Disposition of Subsidiary (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
General and Administrative | $ 25,290 | $ 28,881 | $ 76,030 | $ 58,524 |
Lemonaid Health Limited [Member] | ||||
General and Administrative | $ 2,100 | $ 2,400 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - Subsequent Event [Member] - Amendment to GSK Agreement $ in Millions | Oct. 27, 2023 USD ($) |
Subsequent Event [Line Items] | |
Data Access Fee | $ 20 |
Recievable Fee After Execution of Amendment | 5 |
Fee After Recieve New Data | $ 15 |