Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 22, 2024 | |
Entity Listings [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Entity File Number | 001-39482 | |
Entity Registrant Name | GeneDx Holdings Corp. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-1966622 | |
Entity Address, Address Line One | 333 Ludlow Street | |
Entity Address, Address Line Two | North Tower | |
Entity Address, Address Line Three | 6th Floor | |
Entity Address, City or Town | Stamford | |
Entity Address, State or Province | CT | |
Entity Address, Postal Zip Code | 06902 | |
City Area Code | 888 | |
Local Phone Number | 729-1206 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,141,701 | |
Entity Central Index Key | 0001818331 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A common stock | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | WGS | |
Security Exchange Name | NASDAQ | |
Warrant | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $379.50 per share | |
Trading Symbol | WGSWW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 83,673 | $ 99,681 |
Marketable securities | 29,239 | 30,467 |
Inventory, net | 11,615 | 8,777 |
Prepaid expenses and other current assets | 9,974 | 10,598 |
Total current assets | 163,424 | 182,339 |
Operating lease right-of-use assets | 26,304 | 26,900 |
Property and equipment, net | 31,301 | 32,479 |
Intangible assets, net | 169,119 | 172,625 |
Other assets | 4,380 | 4,413 |
Total assets | 394,528 | 418,756 |
Current liabilities: | ||
Accounts payable and accrued expenses | 32,410 | 37,456 |
Short-term lease liabilities | 4,043 | 3,647 |
Total current liabilities | 50,734 | 58,818 |
Long-term debt, net of current portion | 52,293 | 52,688 |
Long-term lease liabilities | 62,030 | 62,938 |
Other liabilities | 20,836 | 14,735 |
Deferred taxes | 1,418 | 1,560 |
Total liabilities | 187,311 | 190,739 |
Commitments and contingencies (Note 9) | ||
Stockholders’ Equity: | ||
Preferred Stock, $0.0000 par value: 1,000 shares authorized, 0 shares issued and outstanding at March 31, 2024 and December 31, 2023 | 0 | 0 |
Class A common stock, $0.0000 par value: 1,000,000 shares authorized, 26,122,348 and 25,978,863 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 2 | 2 |
Additional paid-in capital | 1,527,351 | 1,527,778 |
Accumulated deficit | (1,320,427) | (1,300,188) |
Accumulated other comprehensive income | 291 | 425 |
Total stockholders’ equity | 207,217 | 228,017 |
Total liabilities and stockholders’ equity | 394,528 | 418,756 |
Nonrelated Party | ||
Current assets: | ||
Accounts receivable | 28,151 | 32,371 |
Current liabilities: | ||
Other current liabilities | 13,240 | 16,336 |
Related Party | ||
Current assets: | ||
Accounts receivable | 772 | 445 |
Current liabilities: | ||
Other current liabilities | $ 1,041 | $ 1,379 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 26,122,348 | 25,978,863 |
Common stock, outstanding (in shares) | 26,122,348 | 25,978,863 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 62,422 | $ 43,139 |
Cost of services | 25,011 | 27,903 |
Gross profit | 37,411 | 15,236 |
Research and development | 11,567 | 14,592 |
Selling and marketing | 16,085 | 13,452 |
General and administrative | 22,445 | 43,689 |
Impairment loss | 0 | 2,120 |
Other operating expenses, net | 974 | 1,747 |
Loss from operations | (13,660) | (60,364) |
Non-operating income (expenses), net | ||
Change in fair value of warrants and earn-out contingent liabilities | (6,101) | (3,453) |
Interest expense, net | (597) | (35) |
Other income, net | 37 | 2,716 |
Total non-operating loss, net | (6,661) | (772) |
Loss before income taxes | (20,321) | (61,136) |
Income tax benefit | 82 | 147 |
Net loss | (20,239) | (60,989) |
Other comprehensive loss, net of tax | ||
Unrealized loss related to available for sale securities, net | (134) | 0 |
Comprehensive loss | $ (20,373) | $ (60,989) |
Weighted average shares outstanding of Class A common stock, Basic (in shares) | 26,062,170 | 20,061,945 |
Weighted average shares outstanding of Class A common stock, Diluted (in shares) | 26,062,170 | 20,061,945 |
Basic net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Diluted net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Class A common stock | ||
Other comprehensive loss, net of tax | ||
Weighted average shares outstanding of Class A common stock, Basic (in shares) | 26,062,170 | 20,061,945 |
Weighted average shares outstanding of Class A common stock, Diluted (in shares) | 26,062,170 | 20,061,945 |
Basic net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Diluted net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Diagnostic test revenue | ||
Total revenue | $ 61,104 | $ 41,850 |
Other revenue | ||
Total revenue | $ 1,318 | $ 1,289 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | IPO | Additional paid-in capital | Additional paid-in capital IPO | Accumulated deficit | Accumulated other comprehensive income | Class A common stock | Class A common stock Common Stock | Class A common stock Common Stock IPO |
Beginning balance (in shares) at Dec. 31, 2022 | 11,773,065 | ||||||||
Beginning balance at Dec. 31, 2022 | $ 253,705 | $ 1,378,125 | $ (1,124,421) | $ 0 | $ 1 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (60,989) | (60,989) | |||||||
Common stock issued pursuant to stock option exercises (in shares) | 50,444 | ||||||||
Common stock issued pursuant to stock option exercises | 266 | 266 | |||||||
Stock-based compensation expense | 48 | 48 | |||||||
Vested restricted stock units converted to common stock (in shares) | 54,175 | ||||||||
Issuance of Class A common shares in underwritten public offering, net of issuance costs (in shares) | 12,315,752 | ||||||||
Issuance of Class A common shares in underwritten public offering, net of issuance costs | $ 135,439 | $ 135,438 | $ 1 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 24,193,436 | ||||||||
Ending balance at Mar. 31, 2023 | $ 328,469 | 1,513,877 | (1,185,410) | 0 | $ 2 | ||||
Beginning balance (in shares) at Dec. 31, 2023 | 25,978,863 | 25,978,863 | |||||||
Beginning balance at Dec. 31, 2023 | $ 228,017 | 1,527,778 | (1,300,188) | 425 | $ 2 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (20,239) | (20,239) | |||||||
Common stock issued pursuant to stock option exercises (in shares) | 4,877 | 4,877 | |||||||
Common stock issued pursuant to stock option exercises | 24 | 24 | |||||||
Stock-based compensation expense | (451) | (451) | |||||||
Other comprehensive loss, net of tax | $ (134) | (134) | |||||||
Vested restricted stock units converted to common stock (in shares) | 138,608 | ||||||||
Ending balance (in shares) at Mar. 31, 2024 | 26,122,348 | 26,122,348 | |||||||
Ending balance at Mar. 31, 2024 | $ 207,217 | $ 1,527,351 | $ (1,320,427) | $ 291 | $ 2 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss | $ (20,239) | $ (60,989) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 5,248 | 8,636 |
Stock-based compensation expense | (451) | 48 |
Change in fair value of warrants and contingent liabilities | 6,101 | 3,453 |
Deferred tax benefit | (82) | (147) |
Provision for excess and obsolete inventory | 40 | 0 |
Change in third party payor reserves | (193) | (1,070) |
Gain on debt forgiveness | 0 | (2,750) |
Impairment loss | 0 | 2,120 |
Other | 846 | 274 |
Change in operating assets and liabilities: | ||
Accounts receivable | 4,220 | 9,723 |
Inventory | (2,877) | 1,331 |
Accounts payable and accrued expenses | (4,733) | (13,400) |
Other assets and liabilities | (4,293) | (2,789) |
Net cash used in operating activities | (16,413) | (55,560) |
Investing activities | ||
Purchases of property and equipment | (443) | 0 |
Purchases of marketable securities | (5,167) | 0 |
Proceeds from sales of marketable securities | 598 | 0 |
Proceeds from maturities of marketable securities | 5,855 | 0 |
Development of internal-use software assets | 0 | (462) |
Net cash provided by (used in) investing activities | 843 | (462) |
Financing activities | ||
Proceeds from offerings, net of issuance costs | 0 | 135,439 |
Exercise of stock options | 24 | 266 |
Long-term debt principal payments | 0 | (2,000) |
Finance lease payoff and principal payments | (462) | (1,047) |
Net cash (used in) provided by financing activities | (438) | 132,658 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (16,008) | 76,636 |
Cash, cash equivalents and restricted cash, at beginning of period | 100,668 | 138,303 |
Cash, cash equivalents and restricted cash, at end of period | 84,660 | 214,939 |
Supplemental disclosures of cash flow information | ||
Cash paid for interest | 2,019 | 583 |
Cash paid for taxes | 300 | 104 |
Purchases of property and equipment in accounts payable and accrued expenses | 36 | 1,073 |
Software development costs in accounts payable and accrued expenses | $ 0 | $ 157 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Organization and Description of Business GeneDx Holdings Corp., through its subsidiary GeneDx, LLC, provides genomics-related diagnostic and information services and pursues genomics medical research. GeneDx utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyzes information about patient-specific genetic variation and generates test reports for clinicians and their patients. GeneDx provides a variety of genetic diagnostic tests, screening solutions, and information with a focus on pediatrics, rare diseases for children and adults, and hereditary cancer screening. GeneDx Holdings’ operating subsidiaries primarily serve healthcare professionals who work with their patients and bills third-party payors across the United States. On January 31, 2023, the Company raised approximately $150.0 million in gross proceeds and announced the closing of an underwritten public offering of 9,962,316 shares of its Class A common stock and a concurrent registered direct offering of 2,353,436 shares of its Class A common stock. The net offering proceeds received after deducting underwriters' discounts and commissions payable by the Company were approximately $135.4 million. On April 17, 2023, following the Company’s receipt of stockholder approval for the issuance, the Company issued the remaining 676,868 shares of the Company’s Class A common stock in its previously announced registered direct offering for gross proceeds of approximately $7.6 million. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to : • “GeneDx Holdings” refers to GeneDx Holdings Corp., a Delaware corporation (f/k/a Sema4 Holdings Corp. (“Sema4 Holdings”)); • “Legacy GeneDx” refers to GeneDx, LLC, a Delaware limited liability company (formerly, GeneDx, Inc., a New Jersey corporation), which we acquired on April 29, 2022 (the “Acquisition”); • “Legacy Sema4” refers to Mount Sinai Genomics, Inc. d/b/a as Sema4, a Delaware corporation, which consummated the business combination with CM Life Sciences, Inc. (“CMLS”) on July 22, 2021 (the “Business Combination”); and • “we,” “us” and “our,” the “Company” and “GeneDx” refer, as the context requires, to: ◦ Legacy Sema4 prior to the Business Combination, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Business Combination; and ◦ Legacy GeneDx prior to the Acquisition, and GeneDx Holdings and its consolidated subsidiaries following the consummation of the Acquisition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company is a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of financial statements, not being required to provide an auditor attestation of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note 2, “ Summary of Significant Accounting Policies ” to the consolidated financial statements included in the 2023 Form 10-K. There have been no material changes to the Company’s critical accounting policies and estimates in the current period. Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of March 31, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. There was one individual client that accounted for approximately 14% of accounts receivable as of March 31, 2024. The Company does not require collateral as a means to mitigate customer credit risk. For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended March 31, March 31, December 31, 2024 2023 2024 2023 Payor A (1) 19% 15% * * Payor B 30% 24% * 10% Payor C * * 14% * * Less than 10% (1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue. The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 8% and 14% of purchases for the three months ended March 31, 2024 and 2023, respectively. This risk is managed by maintaining a target quantity of surplus stock. Alternative suppliers are available for some or all of these reagents and supplies. Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Disaggregated Revenue The following table summarizes the Company’s disaggregated revenue by payor category: Three months ended March 31, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 42,878 $ 961 $ 43,839 $ 22,878 $ 2,451 $ 25,329 Institutional customers 16,674 — 16,674 16,060 — 16,060 Self-pay patients 591 — 591 466 (5) 461 Total diagnostic test revenue 60,143 961 61,104 39,404 2,446 41,850 Other revenue 1,318 — 1,318 1,289 — 1,289 Total $ 61,461 $ 961 $ 62,422 $ 40,693 $ 2,446 $ 43,139 Reassessment of Variable Consideration Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates estimated variable consideration quarterly. For the three months ended March 31, 2024 and 2023, the total change in estimate resulted in a net increase to revenue of $5.7 million and $2.7 million, respectively, resulting from changes in the estimated transaction price due to contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met and potential and actual settlements with third party payors. The change in estimate also included an increase in revenue related to a partial release of a previously established payor reserve, as further disclosed in the “Certain Payor Matters” section below. The quarterly change in estimate did not result in material adjustments to the Company’s previously reported revenue or accounts receivable amounts. Certain Payor Matters As noted above, third-party payors, including government programs, may decide to deny payment or seek to recoup payments for tests performed by the Company that they contend were improperly billed, not medically necessary or against their coverage determinations, or for which they believe they have otherwise overpaid, including as a result of their own error. As a result, the Company may be required to refund payments already received, and the Company’s revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance, and changes by government agencies and payors in interpretations, requirements, policies and/or “conditions of participation” in various programs. The Company processes requests for recoupment from third-party payors in the ordinary course of its business, and it is likely that the Company will continue to do so in the future. If a third-party payor denies payment for testing or recoups money from the Company in a later period, reimbursement and the associated recognition of revenue for the Company’s testing services could decline. From time to time, the Company may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. Settlements with third-party payors for retroactive adjustments due to audits, reviews, or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor, the Company’s historical settlement activity (if any), and the Company’s assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as such adjustments become known (that is, if new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. On December 30, 2022, the Company entered into a settlement agreement with one of its third-party payors (the “Payor”) in order to settle the claims related to coverage and billing matters allegedly resulting in the overpayments by the Payor to Legacy Sema4 (the “Disputed Claims”). Under the settlement agreement, $42.0 million is to be paid by the Company to the Payor in a series of payments each year through June 30, 2026. In consideration for these payments, the Payor provided releases of the Disputed Claims, effective March 31, 2023. As a result of this matter, and in connection with a review of certain billing policies and procedures undertaken by management, the Company considered the need to establish reserves for potential recoupments of payments previously made by third-party payors. As of March 31, 2024 and December 31, 2023, $23.9 million and $27.0 million of liabilities were recorded in accounts payable and accrued expenses and other liabilities, respectively. The Company uses estimates, judgments, and assumptions to assess whether it is probable that a significant reversal in the amount of cumulative revenue may occur in future periods, based upon information presently available. These estimates are subject to change. In addition, as discussed above, the Company has made certain adjustments to its estimated variable consideration as result of this matter and other potential settlements with payors. Remaining Performance Obligations Due to the long-term nature of collaboration service agreements, the Company’s obligations pursuant to such agreements represents partially unsatisfied performance obligations at March 31, 2024. The revenues under these existing long-term service agreements are estimated to be approximately $2.6 million. The Company expects to recognize the majority of this revenue over the next twelve months. Costs to Fulfill Contracts Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to Icahn School of Medicine at Mount Sinai (“ISMMS”). Amounts are generally prepaid and then expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the condensed consolidated balance sheets as current or non-current assets based upon forecasted performance. As of March 31, 2024 and December 31, 2023, deferred costs to fulfill contracts were nominal. At each period, all outstanding deferred costs were recorded as other current assets. The cost recognized was $0.4 million and $0.6 million for the three months ended March 31, 2024 and 2023, respectively and are recorded in the cost of services in the condensed consolidated statements of operations and comprehensive loss. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: March 31, 2024 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 75,334 $ 75,334 $ — $ — U.S. treasury bonds 5,929 — 5,929 — Corporate and municipal bonds 23,028 — 23,028 — Total financial assets $ 104,291 $ 75,334 $ 28,957 $ — Financial Liabilities: Public warrant liability $ 905 $ 905 $ — $ — Private warrant liability 414 — 414 — Perceptive warrant liability 7,517 — — 7,517 Total financial liabilities $ 8,836 $ 905 $ 414 $ 7,517 December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515 There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024 or 2023. The Company’s marketable securities presented in the condensed consolidated balance sheet as of March 31, 2024 have maturity dates ranging from 2024 through 2027 and are classified as current assets as these investments are intended to be readily available to fund current operations. The differences between the fair value and amortized cost basis of each security are the unrealized gains or losses recorded in accumulated other comprehensive income. As of March 31, 2024, the amortized cost for maturities less than one year and greater than one year were $15.1 million and $13.5 million, respectively. Public and Private Warrants As of the consummation of the merger in July 2021 in connection with the Business Combination, there were 666,516 warrants to purchase shares of Class A common stock outstanding, including 447,223 public warrants and 219,293 private placement warrants. As of March 31, 2024, there were 666,515 warrants to purchase shares of Class A common stock outstanding, including 457,323 public warrants and 209,192 private placement warrants outstanding. Each warrant expires 5 years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $379.50 per share, subject to adjustment, at any time commencing on September 4, 2021. The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $594.00 as described below: • in whole and not in part; • at a price of $0.33 per public warrant; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; and • if, and only if, the closing price of the Class A common stock equals or exceeds $594.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders. The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $330.00 as described below: • in whole and not in part; • at $3.30 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock; • if, and only if, the closing price of the Class A common stock equals or exceeds $330.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and • if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $594.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above. The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $330.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. For the three months ended March 31, 2024, a loss of $1.1 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. The change in fair value of the warrants for the three months ended March 31, 2023 was nominal. Perceptive Warrant O n October 27, 2023 (the “Closing Date”), the Company entered into a Credit Agreement and Guaranty (the “Credit Agreement”) with Perceptive Credit Holdings IV, LP, as lender and administrative agent (“Perceptive”), which provides for a senior secured delayed draw term loan facility in an aggregate principal amount of up to $75.0 million (the “Perceptive Term Loan Facility”). As consideration for the Credit Agreement, the Company issued to Perceptive a warrant to purchase up to 1,200,000 shares (the “Perceptive Warrant”) of its Class A common stock. 800,000 warrant shares (the “Initial Warrant Shares”) vested and became exercisable on the Closing Date and 400,000 warrant shares (the “Additional Warrant Shares” and together with the Initial Warrant Shares, the “Warrant Shares”) will potentially vest and become exercisable on the Tranche B Borrowing Date, as defined in Note 8, “ Long-Term Debt ” included within this Quarterly Report. The Perceptive Warrants are classified within Level 3 of the fair value hierarchy. The key assumptions utilized in determining the valuation of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Stock price $9.13 $2.75 Exercise price $3.18 $3.18 Expected volatility 110.0% 110.0% Expected term (in years) 9.6 9.8 Risk-free interest rate 4.20% 3.88% Dividend yield — — The fair value of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 was $7.5 million and $2.5 million, respectively. For the three months ended March 31, 2024, a loss of $5.0 million was recorded within the change in fair value of warrants and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss based on re-measurement performed as of the period end date. Contingent Consideration (Legacy GeneDx) In connection with the Acquisition, up to $150.0 million of contingent payments was to be payable to OPKO Health, Inc. (“OPKO”), based upon achievement of 2022 and 2023 revenue milestones (the “Milestone Payments”) pursuant to the merger agreement (the “Acquisition Merger Agreement”). The first Milestone Payment was paid out in full in April 2023 and the second Milestone Payment was valued at zero as the milestone was not met during fiscal year 2023. During the three months ended March 31, 2023, a loss of $3.4 million was recorded within the change in fair market value of warrant and earn-out contingent liabilities in the condensed consolidated statements of operations and comprehensive loss. Connecticut Department of Economic and Community Development Funding Commitment The Company’s loan from the Connecticut Department of Economic and Community Development (“DECD”) is classified within Level 2 of the fair value hierarchy. The loan was recorded at its carrying value of $6.3 million as of March 31, 2024 and December 31, 2023, with $0.8 million recorded in other current liabilities on the condensed consolidated balance sheets at March 31, 2024. The fair value of the loan as of March 31, 2024 was $5.1 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles. |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consisted of the following: March 31, 2024 December 31, 2023 Capitalized software $ 32,171 $ 32,171 Laboratory equipment 14,983 15,538 Leasehold improvements 14,614 14,614 Computer equipment 5,981 5,819 Building under finance lease 4,529 4,529 Equipment under finance leases 3,293 2,604 Furniture, fixtures and other equipment 550 550 Construction in-progress 2,910 3,106 Total property and equipment 79,031 78,931 Less: accumulated depreciation and amortization (47,730) (46,452) Property and equipment, net $ 31,301 $ 32,479 For the three months ended March 31, 2024 and 2023, depreciation and amortization expense was $1.7 million and $5.1 million, respectively. For the three months ended March 31, 2023, the Company recorded a $1.6 million non-cash impairment charge on the condensed consolidated statements of operations and comprehensive loss (of which $0.8 million was allocated to the right-of-use asset associated with the sublease), which was driven by indicators of impairment related to a sublease agreement. Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 816 $ 589 Research and development 196 852 Selling and marketing — 2 General and administrative 730 3,687 Total depreciation and amortization expenses $ 1,742 $ 5,130 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table reflects, as of March 31, 2024, the carrying values and remaining useful lives of acquired intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (in years) Tradenames and trademarks $ 50,000 $ 5,989 $ 44,011 14.1 Developed technology 48,000 11,500 36,500 6.1 Customer relationships 98,000 9,392 88,608 18.1 $ 196,000 $ 26,881 $ 169,119 Amortization expense for tradenames and trademarks and developed technology of $2.3 million was recorded in general and administrative for the three months ended March 31, 2024 and 2023 within the condensed consolidated statements of operations and comprehensive loss. Amortization expense for customer relationships of $1.2 million was recorded in selling and marketing for the three months ended March 31, 2024 and 2023 within the condensed consolidated statements of operations and comprehensive loss. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Related Party Revenues Total related party diagnostic testing revenues were $0.6 million and $0.8 million for the three months ended March 31, 2024 and 2023, respectively. Related party revenues primarily include diagnostic testing revenues from a subsidiary of OPKO. The prices charged represent market rates. Revenue recorded from this contract was $0.4 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. Related Party Expenses Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 1,452 $ 815 Other operating expenses, net 974 1,747 Total related party costs $ 2,426 $ 2,562 On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $55.0 million in future capital contributions in exchange for equity in the Company, of which $55.0 million was drawn as of December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research. Expenses recognized pursuant to other service arrangements with ISMMS totaled $1.4 million and $1.9 million for the three months ended March 31, 2024 and 2023, respectively. These amounts are included in either cost of services or other operating expenses, net on the condensed consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $1.0 million at both March 31, 2024 and December 31, 2023. These amounts are included within due to related parties on the Company’s condensed consolidated balance sheets. Additionally, the Company incurred $2.5 million and $0.5 million in purchases of diagnostic testing kits and materials and $1.0 million and $0.1 million was recorded in cost of services for the three months ended March 31, 2024 and 2023, respectively, from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were less than $0.1 million and $0.4 million as of March 31, 2024 and December 31, 2023, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt At March 31, 2024, long-term debt matures as follows: 2024 (remainder of year) $ 497 2025 1,211 2026 1,235 2027 1,260 2028 51,285 Thereafter 762 Total debt 56,250 Less: current portion of long-term debt (798) Less: long-term debt issuance costs (3,159) Total long-term debt, net of current portion and debt issuance costs $ 52,293 Perceptive Term Loan Facility O n October 27, 2023 (the “Closing Date”), the Company entered into the Perceptive Term Loan Facility. An initial tranche of $50 million (the “Tranche A Loan”) was funded under the Perceptive Term Loan Facility on the Closing Date. In addition to the Tranche A Loan, the Perceptive Term Loan Facility includes an additional tranche of $25 million (the “Tranche B Loan,” and together with the Tranche A Loan, the “Term Loans”), which will be accessible by the Company so long as the Company satisfies certain customary conditions precedent, including a specified revenue milestone (the funding date of the Tranche B Loan, the “Tranche B Borrowing Date”). The Perceptive Term Loan Facility has a maturity date of October 27, 2028 (the “Maturity Date”) and provides for an interest-only period during the term of the loan with principal due at the maturity date. Interest Rate The Perceptive Term Loan Facility will accrue interest at an annual rate equal to the sum of (a) Term SOFR (as defined in the Credit Agreement) and (b) an applicable margin of 7.5% (the “Applicable Margin”). Accrued interest on the Term Loans is payable monthly in arrears. Upon an Event of Default (as defined in the Credit Agreement), the Applicable Margin will automatically increase by an additional 4% per annum. Amortization and Prepayment Prior to the Maturity Date, there will be no scheduled principal payments under the Perceptive Term Loan Facility. On the Maturity Date, the Company is required to pay Perceptive the aggregate outstanding principal amount of the Term Loans and all accrued and unpaid interest thereon. The Term Loans may be prepaid at any time, subject to a prepayment premium equal to 0% to 10% of the aggregate outstanding principal amount being prepaid, depending on the date of prepayment. Security Instruments and Warrant In connection with the Credit Agreement, the Company also entered into a Security Agreement, dated as of the Closing Date, with Perceptive, pursuant to which all of its obligations under the Credit Agreement are secured by a first lien perfected security interest on substantially all of its existing and after-acquired assets, subject to customary exceptions. On the Closing Date, as consideration for the Credit Agreement, the Company issued the Perceptive Warrant to Perceptive, which allows them to purchase up to 1,200,000 Warrant Shares. The 800,000 Initial Warrant Shares vested and became exercisable on the Closing Date and the 400,000 Additional Warrant Shares will potentially vest and become exercisable on the Tranche B Borrowing Date. The per share exercise price for the Initial Warrant Shares is $3.1752 (the “Initial Warrant Exercise Price”), which is equal to the10-day volume weighted average price (the “10-day VWAP”) of the Company’s Class A common stock at the end of the business day immediately prior to the Closing Date, and the per share exercise price for the Additional Warrant Shares will be equal to the lower of (a) the Initial Warrant Exercise Price or (b) the 10-day VWAP ending on the end of the business day immediately preceding the Tranche B Borrowing Date. The Perceptive Warrant will be exercisable, in whole or in part, until the 10th anniversary of the applicable vesting date. Connecticut Department of Economic and Community Development Funding Commitment In June 2017, ISMMS assigned a loan funding commitment from the DECD to the Company (the “DECD Loan Agreement”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut, with funding based on the achievement of certain project development phases. The DECD Loan Agreement provided for a total loan commitment of $15.5 million at a fixed annual interest rate of 2.0% for a term of 10 years. The Company was required to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023. The final payment of principal and interest was due in July 2028. However, under the terms of the DECD Loan Agreement, the DECD granted a partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness was contingent upon the Company achieving certain job creation and retention milestones and $4.5 million had been forgiven at December 31, 2022. This commitment was collateralized by a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement. In January 2023, the Company amended the DECD Loan Agreement, which resulted in the Company agreeing to pay $2.0 million in principal, obtaining $2.8 million in debt forgiveness for achieving its Phase 2 job milestone, and agreeing to two new forgiveness milestone targets for its Phase 3 job milestone (eligible for $2.0 million in forgiveness) and a final phase job milestone (eligible for $1.0 million in forgiveness) (the “2022 Amended DECD Loan Agreement”). Upon execution of this amendment, the Company paid the $2.0 million in principal and received $2.8 million in debt forgiveness, and the Company recognized the debt forgiveness as other (expense) income, net in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2023. The terms of the 2022 Amended DECD Loan Agreement require the Company to make interest-only payments through July 2024 and principal and interest payments commencing in August 2024 through July 2029 at the same fixed annual interest rate of 2.0%. The other terms of the 2022 Amended DECD Loan Agreement remained the same. The outstanding loan balance from the 2022 Amended DECD Loan Agreement was $6.3 million at March 31, 2024. |
Purchase Commitments and Contin
Purchase Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitments and Contingencies | Purchase Commitments and Contingencies Purchase Commitments The following sets forth purchase commitments with software and equipment providers as of March 31, 2024 with a remaining term of at least one year: 2024 (remainder of year) $ 3,040 2025 2,438 2026 1,771 2027 643 2028 107 Total purchase commitments $ 7,999 The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multi-year purchase commitments. There have been no material changes to the lease obligations from those disclosed in Note 10, “ Leases ” to the consolidated financial statements included in the 2023 Form 10-K. Contingencies The Company is or may become subject to various claims and legal actions arising in the ordinary course of business. The Company does not believe that the outcome of any existing matters will have a material effect on the Company’s condensed consolidated financial statements. However, no assurance can be given that the ultimate resolution of such proceedings will not materially impact the Company’s condensed consolidated financial statements. Except as described below, the Company was not a party to any material legal proceedings at March 31, 2024, nor is it a party to any material legal proceedings at the date of issuance of these condensed consolidated financial statements. On September 7, 2022, a shareholder class action lawsuit was filed in the United States District Court for the District of Connecticut against the Company and certain of the Company’s current and former officers. The complaint purports to bring suit on behalf of stockholders who purchased the Company’s publicly traded securities between March 14, 2022 and August 15, 2022. Following the appointment of a lead plaintiff, an amended complaint was filed on January 30, 2023. As amended, the complaint purports to allege that the defendants made false and misleading statements about the Company’s business, operations and prospects in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and seeks unspecified compensatory damages, fees and costs. The defendants moved to dismiss the amended complaint on August 21, 2023. That motion is pending. The Company believes the allegations and claims made in the complaint are without merit. On February 7, 2023, a stockholder commenced a lawsuit in the Delaware Court of Chancery. The suit is brought as a class action on behalf of stockholders of CMLS who did not redeem their shares in connection with the Business Combination. The suit names as defendants all directors of CMLS at the time of the transaction, including directors who continue to serve on the Company’s Board of Directors, as well as CMLS Holdings LLC. The Company is not named as a defendant. The complaint alleges that the July 2, 2021 proxy statement mailed to CMLS stockholders in connection with the transaction contained false and misleading statements, and purports to assert a claim of breach of fiduciary duty against all individual defendants, and a similar claim against CMLS Holdings LLC and certain individuals for breach of fiduciary duty as control persons. The suit seeks to recover unspecified damages on behalf of the alleged class, among other relief. After defendants moved to dismiss the case, the plaintiff filed an amended complaint on July 6, 2023, revising certain allegations and adding third parties as defendants. The defendants answered the amended complaint on September 15, 2023. The Company believes the allegations and claims made in the amended complaint are without merit. The Company is subject to certain claims for advancement and indemnification by the individual defendants in this proceeding. On November 28, 2023, a stockholder filed a derivative suit, allegedly on behalf of the Company, based largely on the same allegations in the securities class action referenced above. The suit was filed in federal court in the District of Delaware, styled Ghazaleh v. Schadt, et al, 23-cv-01357 (D. Del.), and purports to assert claims against certain of the Company’s former and current officers and directors under Section 10(b) of the Exchange Act, and for breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment and corporate waste. The Company is named only as a nominal defendant. The complaint seeks damages on the Company’s behalf, and seeks corporate governance and other relief. The response to the complaint is not yet due. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 48 $ (1,666) Research and development (187) 943 Selling and marketing (20) 63 General and administrative (292) 708 Total stock-based compensation expense 1 $ (451) $ 48 1 The Company recorded an aggregate reversal of stock-based compensation of $3.2 million and $8.1 million during the three months ended March 31, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations. The Company maintains the 2021 Equity Incentive Plan (as amended, the “2021 Plan”), which allows for grants of stock-based awards. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis; however, the Company also granted certain RSUs with vesting terms beginning 12 months from the grant date and vesting immediately on the grant date. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to 5% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. In January 2024, the number of Class A common stock reserved for future issuance under the 2021 Plan automatically increased by 1,298,943 shares. The Company also maintains the 2023 Equity Inducement Plan (the “Equity Inducement Plan”), which allows for grants of equity awards of the Company’s Class A common stock to individuals who were not previously an employee or director of the Company, or following a bona fide period of non-employment, as an inducement material to such persons entering into employment with the Company. As of March 31, 2024, there was an aggregate of 1,879,336 shares available for grants of stock options or other awards under the 2021 Plan and Equity Inducement Plan. Stock Options The following table summarizes the stock option activity during the three months ended March 31, 2024: Stock Options Weighted Average Exercise Price Outstanding at December 31, 2023 497,976 $ 42.80 Exercised (4,877) $ 5.05 Forfeited/Expired (63,306) $ 56.84 Outstanding at March 31, 2024 429,793 $ 41.20 Options exercisable at March 31, 2024 280,612 $ 35.43 At March 31, 2024, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $1.5 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.3 years. Restricted Stock Units (RSUs) The following table summarizes the time-based RSU activity during the three months ended March 31, 2024: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 1,507,877 $ 15.48 Granted 1,010,121 $ 8.66 Vested (138,608) $ 16.20 Forfeited (223,140) $ 18.67 Outstanding at March 31, 2024 2,156,250 $ 11.75 Employee Stock Purchase Plan The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) authorizes the issuance of shares of Class A common stock pursuant to purchase rights granted to employees. On January 1 of each year through 2031, the aggregate number of shares of Class A common stock reserved for issuance under the 2021 ESPP may be increased automatically by the number of shares equal to 1% of the total number of shares of all classes of common stock issued and outstanding immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the three months ended March 31, 2024 and 2023. A total of 596,604 shares of Class A common stock have been reserved for future issuance under the 2021 ESPP. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income tax benefit for the three months ended March 31, 2024 and 2023 was $0.1 million. Income taxes for these periods are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments for discrete events should they occur. The Company’s estimated annual effective tax rate was 0.42% and 0.30% for the three months ended March 31, 2024 and 2023, respectively. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three months ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (20,239) $ (60,989) Denominator: Basic and diluted weighted-average common shares outstanding 26,062,170 20,061,945 Basic and diluted loss per share $ (0.78) $ (3.04) The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented as the effect would be anti-dilutive: March 31, 2024 2023 Outstanding options and RSUs to purchase Class A common stock 2,586,043 1,973,590 Outstanding warrants 1,466,515 666,515 Outstanding earn-out shares — 554,799 Outstanding earn-out RSUs — 21,613 Total 4,052,558 3,216,517 |
Restructuring Costs
Restructuring Costs | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | Restructuring Costs Total restructuring costs were $0.8 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively. The table below provides certain information concerning restructuring activity during the three months ended March 31, 2024: Reserve Balance at December 31, 2023 Charged to Costs and Expenses Payments and Other Reserve Balance at March 31, 2024 Severance $ 1,853 $ 843 $ (1,342) $ 1,354 On October 30, 2023, the Company announced a continued strategic realignment of its organization to key priorities which includes the elimination of approximately 50 positions impacted on August 23, 2023, and approximately 35 positions impacted on October 30, 2023. Together these actions reduced the size of the Company’s workforce by 10% from the total number that existed at the time of the August reduction in force. In total, the Company announced cost saving initiatives, including but not limited to these reductions in force, that are expected to result in an excess of $40 million in annual cost reduction. The Company expects that all remaining cash severance payments will be complete in less than one year. |
Supplemental Financial Informat
Supplemental Financial Information | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 83,673 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 84,660 $ 100,668 Restricted cash as of March 31, 2024 and December 31, 2023 primarily consists of money market deposit accounts that secure an irrevocable standby letter of credit that serves as collateral for security deposit operating leases. Accounts payable and accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Accounts payable $ 9,477 $ 10,238 Accrued purchases 11,292 12,154 Reserves for refunds to insurance carriers and others 11,641 15,064 Total $ 32,410 $ 37,456 Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued compensation $ 9,995 $ 12,465 Accrued severance 1,354 1,853 Other 1,891 2,018 Total $ 13,240 $ 16,336 Other liabilities consisted of the following: March 31, 2024 December 31, 2023 Warrant liability $ 8,836 $ 2,735 Third party payor reserve 12,000 12,000 Total $ 20,836 $ 14,735 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting The Company’s structure is aligned with how the chief operating decision maker (“CODM”) reviews the business, makes investing and resource allocation decisions and assesses operating performance. The Company’s two reportable segments are: (i) GeneDx inclusive of Legacy GeneDx and Legacy Sema4 data revenues and associated costs and (ii) Legacy Sema4 diagnostics. The GeneDx segment primarily provides pediatric and rare disease diagnostics with a focus on whole exome and genome sequencing and, to a lesser extent, data and information services. The Legacy Sema4 diagnostics segment provided reproductive and women’s health and somatic oncology diagnostic testing and screening products and has been completely shut down. The CODM evaluates segment performance based on revenue and adjusted gross profit. Three months ended March 31, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 61,461 $ 961 $ 62,422 $ 40,693 $ 2,446 $ 43,139 Adjusted cost of services 24,099 — 24,099 26,826 2,080 28,906 Adjusted gross profit (1) 37,362 961 38,323 13,867 366 14,233 Reconciliations: Depreciation and amortization 816 — 816 476 113 589 Stock-based compensation 48 — 48 305 (1,971) (1,666) Restructuring costs 48 — 48 43 31 74 Gross profit $ 36,450 $ 961 $ 37,411 $ 13,043 $ 2,193 $ 15,236 (1) Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs. Management manages assets on a total company basis, not by reporting segment. The CODM does not regularly review any asset information by reporting segment and, accordingly, the Company does not report asset information by reporting segment. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss | $ (20,239) | $ (60,989) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the accounting disclosure rules and regulations of the SEC regarding interim financial reporting. Accordingly, the condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP. These condensed financial statements consolidate the operations and accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Unless otherwise noted, all tabular dollars are in thousands, except per share amounts. Certain reclassifications have been made to the prior year condensed consolidated financial statements in order to conform to the current year’s presentation. In the opinion of management, the condensed consolidated financial statements reflect all normal recurring adjustments considered necessary for a fair statement of the financial position and the results of operations of the Company for the interim periods presented. Interim results are not necessarily indicative of the results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. In addition, the Company is a “smaller reporting company”, as defined in Item 10(f)(1) of the U.S. Securities and Exchange Commission’s Regulation S-K. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting, including the reporting of two fiscal years of |
Use of Estimates | Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, potential or actual claims for recoupment from third-party payors, the valuation of stock-based awards, the valuation of warrant liabilities, income taxes and intangible assets. Changes in estimates are recorded in the period in which they become known. Actual results could differ materially from those estimates, judgments and assumptions. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties The Company assesses both the self-pay patient and, if applicable, the third-party payor that reimburses the Company on the patient’s behalf when evaluating concentration of credit risk. Significant patients and payors are those that represent more than 10% of the Company’s total revenues for the period or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of March 31, 2024 and December 31, 2023 were primarily from large managed care insurance companies, institutional billed accounts, and data arrangements. There was one individual client that accounted for approximately 14% of accounts receivable as of March 31, 2024. The Company does not require collateral as a means to mitigate customer credit risk. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In December 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU 2023-09, Income Taxes – Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires additional disclosures around disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The standard requires enhanced segment reporting disclosures, including significant segment expenses and other segment items. Additionally, the standard requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 will be effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. The guidance will be applied retrospectively to all periods presented in financial statements unless it is impractical to do so. The Company is currently evaluating the impact of the new guidance on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Revenue and Accounts Receivable Concentration Percentages | For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows: Revenue Accounts Receivable Three months ended March 31, March 31, December 31, 2024 2023 2024 2023 Payor A (1) 19% 15% * * Payor B 30% 24% * 10% Payor C * * 14% * * Less than 10% (1) This payor group includes multiple individual plans and the Company calculates and presents the aggregated value from all plans, which is consistent with the Company’s portfolio approach used in accounting for diagnostic test revenue. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue Disaggregated by Type of Customer | The following table summarizes the Company’s disaggregated revenue by payor category: Three months ended March 31, 2024 2023 GeneDx Legacy Sema4 Consolidated GeneDx Legacy Sema4 Consolidated Diagnostic test revenue: Patients with third-party insurance $ 42,878 $ 961 $ 43,839 $ 22,878 $ 2,451 $ 25,329 Institutional customers 16,674 — 16,674 16,060 — 16,060 Self-pay patients 591 — 591 466 (5) 461 Total diagnostic test revenue 60,143 961 61,104 39,404 2,446 41,850 Other revenue 1,318 — 1,318 1,289 — 1,289 Total $ 61,461 $ 961 $ 62,422 $ 40,693 $ 2,446 $ 43,139 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities | The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis: March 31, 2024 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 75,334 $ 75,334 $ — $ — U.S. treasury bonds 5,929 — 5,929 — Corporate and municipal bonds 23,028 — 23,028 — Total financial assets $ 104,291 $ 75,334 $ 28,957 $ — Financial Liabilities: Public warrant liability $ 905 $ 905 $ — $ — Private warrant liability 414 — 414 — Perceptive warrant liability 7,517 — — 7,517 Total financial liabilities $ 8,836 $ 905 $ 414 $ 7,517 December 31, 2023 Total Level 1 Level 2 Level 3 Financial Assets: Money market funds $ 92,702 $ 92,702 $ — $ — U.S. treasury bonds 6,128 — 6,128 — Corporate and municipal bonds 24,098 — 24,098 — Total financial assets $ 122,928 $ 92,702 $ 30,226 $ — Financial Liabilities: Public warrant liability $ 149 $ 149 $ — $ — Private warrant liability 71 — 71 — Perceptive warrant liability 2,515 — — 2,515 Total financial liabilities $ 2,735 $ 149 $ 71 $ 2,515 There were no transfers between Level 1, Level 2 and Level 3 during the three months ended March 31, 2024 or 2023. |
Schedule of Measurement Inputs and Valuation Techniques | The key assumptions utilized in determining the valuation of the Perceptive Warrants as of March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Stock price $9.13 $2.75 Exercise price $3.18 $3.18 Expected volatility 110.0% 110.0% Expected term (in years) 9.6 9.8 Risk-free interest rate 4.20% 3.88% Dividend yield — — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment and Depreciation and Amortization Expense | Property and equipment, net consisted of the following: March 31, 2024 December 31, 2023 Capitalized software $ 32,171 $ 32,171 Laboratory equipment 14,983 15,538 Leasehold improvements 14,614 14,614 Computer equipment 5,981 5,819 Building under finance lease 4,529 4,529 Equipment under finance leases 3,293 2,604 Furniture, fixtures and other equipment 550 550 Construction in-progress 2,910 3,106 Total property and equipment 79,031 78,931 Less: accumulated depreciation and amortization (47,730) (46,452) Property and equipment, net $ 31,301 $ 32,479 Depreciation and amortization expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 816 $ 589 Research and development 196 852 Selling and marketing — 2 General and administrative 730 3,687 Total depreciation and amortization expenses $ 1,742 $ 5,130 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | The following table reflects, as of March 31, 2024, the carrying values and remaining useful lives of acquired intangible assets: Gross Carrying Amount Accumulated Amortization Net Carrying Value Weighted-Average Amortization Period (in years) Tradenames and trademarks $ 50,000 $ 5,989 $ 44,011 14.1 Developed technology 48,000 11,500 36,500 6.1 Customer relationships 98,000 9,392 88,608 18.1 $ 196,000 $ 26,881 $ 169,119 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Expenses | Total related party costs are included within cost of services and other operating expenses, net in the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 1,452 $ 815 Other operating expenses, net 974 1,747 Total related party costs $ 2,426 $ 2,562 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt Maturities | At March 31, 2024, long-term debt matures as follows: 2024 (remainder of year) $ 497 2025 1,211 2026 1,235 2027 1,260 2028 51,285 Thereafter 762 Total debt 56,250 Less: current portion of long-term debt (798) Less: long-term debt issuance costs (3,159) Total long-term debt, net of current portion and debt issuance costs $ 52,293 |
Purchase Commitments and Cont_2
Purchase Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Material Purchase Commitments | The following sets forth purchase commitments with software and equipment providers as of March 31, 2024 with a remaining term of at least one year: 2024 (remainder of year) $ 3,040 2025 2,438 2026 1,771 2027 643 2028 107 Total purchase commitments $ 7,999 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense is included within the condensed consolidated statements of operations and comprehensive loss as follows: Three months ended March 31, 2024 2023 Cost of services $ 48 $ (1,666) Research and development (187) 943 Selling and marketing (20) 63 General and administrative (292) 708 Total stock-based compensation expense 1 $ (451) $ 48 1 The Company recorded an aggregate reversal of stock-based compensation of $3.2 million and $8.1 million during the three months ended March 31, 2024 and 2023, respectively, due to forfeiture activities upon employee terminations. |
Schedule of Stock Option Activity | The following table summarizes the stock option activity during the three months ended March 31, 2024: Stock Options Weighted Average Exercise Price Outstanding at December 31, 2023 497,976 $ 42.80 Exercised (4,877) $ 5.05 Forfeited/Expired (63,306) $ 56.84 Outstanding at March 31, 2024 429,793 $ 41.20 Options exercisable at March 31, 2024 280,612 $ 35.43 |
Schedule of Restricted Stock Units Activity | The following table summarizes the time-based RSU activity during the three months ended March 31, 2024: Restricted Stock Units Weighted Average Grant Date Fair Value Per Unit Outstanding at December 31, 2023 1,507,877 $ 15.48 Granted 1,010,121 $ 8.66 Vested (138,608) $ 16.20 Forfeited (223,140) $ 18.67 Outstanding at March 31, 2024 2,156,250 $ 11.75 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders: Three months ended March 31, 2024 2023 Numerator: Net loss attributable to common stockholders $ (20,239) $ (60,989) Denominator: Basic and diluted weighted-average common shares outstanding 26,062,170 20,061,945 Basic and diluted loss per share $ (0.78) $ (3.04) |
Schedule of Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Share | The following table summarizes the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented as the effect would be anti-dilutive: March 31, 2024 2023 Outstanding options and RSUs to purchase Class A common stock 2,586,043 1,973,590 Outstanding warrants 1,466,515 666,515 Outstanding earn-out shares — 554,799 Outstanding earn-out RSUs — 21,613 Total 4,052,558 3,216,517 |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Cost | The table below provides certain information concerning restructuring activity during the three months ended March 31, 2024: Reserve Balance at December 31, 2023 Charged to Costs and Expenses Payments and Other Reserve Balance at March 31, 2024 Severance $ 1,853 $ 843 $ (1,342) $ 1,354 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Reconciliation of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 83,673 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 84,660 $ 100,668 |
Schedule of Reconciliation of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the total of the same amounts shown on the condensed consolidated statements of cash flows: March 31, 2024 December 31, 2023 Cash and cash equivalents $ 83,673 $ 99,681 Restricted cash (included in other assets) 987 987 Total $ 84,660 $ 100,668 |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Accounts payable $ 9,477 $ 10,238 Accrued purchases 11,292 12,154 Reserves for refunds to insurance carriers and others 11,641 15,064 Total $ 32,410 $ 37,456 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following: March 31, 2024 December 31, 2023 Accrued compensation $ 9,995 $ 12,465 Accrued severance 1,354 1,853 Other 1,891 2,018 Total $ 13,240 $ 16,336 |
Schedule of Other Liabilities | Other liabilities consisted of the following: March 31, 2024 December 31, 2023 Warrant liability $ 8,836 $ 2,735 Third party payor reserve 12,000 12,000 Total $ 20,836 $ 14,735 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three months ended March 31, 2024 2023 GeneDx Legacy Sema4 Total GeneDx Legacy Sema4 Total Revenue $ 61,461 $ 961 $ 62,422 $ 40,693 $ 2,446 $ 43,139 Adjusted cost of services 24,099 — 24,099 26,826 2,080 28,906 Adjusted gross profit (1) 37,362 961 38,323 13,867 366 14,233 Reconciliations: Depreciation and amortization 816 — 816 476 113 589 Stock-based compensation 48 — 48 305 (1,971) (1,666) Restructuring costs 48 — 48 43 31 74 Gross profit $ 36,450 $ 961 $ 37,411 $ 13,043 $ 2,193 $ 15,236 (1) Adjusted cost of services and adjusted gross profit exclude depreciation and amortization expense, stock-based compensation expense and restructuring costs. |
Organization and Description _2
Organization and Description of Business (Details) - USD ($) $ in Millions | Apr. 17, 2023 | Jan. 31, 2023 |
January 2023 Public Offering | ||
Organization and Description of Business [Line Items] | ||
Proceeds from issuance of common stock | $ 150 | |
Sale of stock (in shares) | 9,962,316 | |
Proceeds after deducting underwriter discount and commission | $ 135.4 | |
January 2023 Additional Purchase Offering To Institutional Investors | ||
Organization and Description of Business [Line Items] | ||
Proceeds from issuance of common stock | $ 7.6 | |
Sale of stock (in shares) | 2,353,436 | |
Remaining number of common stock, shares issued (in shares) | 676,868 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Accounts Receivable | Customer Concentration Risk | Customer | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk, percentage | 14% | |
Purchases | Supplier Concentration Risk | Supplier A | ||
Property, Plant and Equipment [Line Items] | ||
Concentration risk, percentage | 8% | 14% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Concentration Risk (Details) - Customer Concentration Risk | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Revenue | Payor A | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 19% | 15% | |
Revenue | Payor B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 30% | 24% | |
Accounts Receivable | Payor B | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 10% | ||
Accounts Receivable | Payor C | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 14% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total | $ 62,422 | $ 43,139 |
GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 61,461 | 40,693 |
Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | 961 | 2,446 |
Diagnostic test revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total | 61,104 | 41,850 |
Diagnostic test revenue | GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 60,143 | 39,404 |
Diagnostic test revenue | Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | 961 | 2,446 |
Patients with third-party insurance | ||
Disaggregation of Revenue [Line Items] | ||
Total | 43,839 | 25,329 |
Patients with third-party insurance | GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 42,878 | 22,878 |
Patients with third-party insurance | Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | 961 | 2,451 |
Institutional customers | ||
Disaggregation of Revenue [Line Items] | ||
Total | 16,674 | 16,060 |
Institutional customers | GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 16,674 | 16,060 |
Institutional customers | Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | 0 | 0 |
Self-pay patients | ||
Disaggregation of Revenue [Line Items] | ||
Total | 591 | 461 |
Self-pay patients | GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 591 | 466 |
Self-pay patients | Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | 0 | (5) |
Other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,318 | 1,289 |
Other revenue | GeneDx | ||
Disaggregation of Revenue [Line Items] | ||
Total | 1,318 | 1,289 |
Other revenue | Legacy Sema4 | ||
Disaggregation of Revenue [Line Items] | ||
Total | $ 0 | $ 0 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Dec. 30, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Loss Contingencies [Line Items] | ||||
Net increase to revenue | $ 5.7 | $ 2.7 | ||
Deferred costs to fulfill contracts | 0 | $ 0 | ||
Amortization of deferred costs | 0.4 | $ 0.6 | ||
Certain Payor Matters | ||||
Loss Contingencies [Line Items] | ||||
Total settlement amount | $ 42 | |||
Liability reserve, potential recoupments, current | $ 23.9 | |||
Liability reserve, potential recoupments, noncurrent | $ 27 |
Revenue Recognition - Remaining
Revenue Recognition - Remaining Performance Obligations (Details) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 $ in Millions | Mar. 31, 2024 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue under existing collaboration service agreements | $ 2.6 |
Revenue under existing collaboration service agreements, period for recognition | 12 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Recurring | ||
Financial Assets: | ||
Total financial assets | $ 104,291 | $ 122,928 |
Financial Liabilities: | ||
Total financial liabilities | 8,836 | 2,735 |
Fair Value, Recurring | Money Market Funds | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 75,334 | 92,702 |
Fair Value, Recurring | US Treasury Securities | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 5,929 | 6,128 |
Fair Value, Recurring | Corporate and Municipal | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 23,028 | 24,098 |
Fair Value, Recurring | Level 1 | ||
Financial Assets: | ||
Total financial assets | 75,334 | 92,702 |
Financial Liabilities: | ||
Total financial liabilities | 905 | 149 |
Fair Value, Recurring | Level 1 | Money Market Funds | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 75,334 | 92,702 |
Fair Value, Recurring | Level 1 | US Treasury Securities | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Level 1 | Corporate and Municipal | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | ||
Financial Assets: | ||
Total financial assets | 28,957 | 30,226 |
Financial Liabilities: | ||
Total financial liabilities | 414 | 71 |
Fair Value, Recurring | Level 2 | Money Market Funds | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Level 2 | US Treasury Securities | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 5,929 | 6,128 |
Fair Value, Recurring | Level 2 | Corporate and Municipal | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 23,028 | 24,098 |
Fair Value, Recurring | Level 3 | ||
Financial Assets: | ||
Total financial assets | 0 | 0 |
Financial Liabilities: | ||
Total financial liabilities | 7,517 | 2,515 |
Fair Value, Recurring | Level 3 | Money Market Funds | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | US Treasury Securities | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Fair Value, Recurring | Level 3 | Corporate and Municipal | ||
Financial Assets: | ||
Cash, cash equivalents, fair value | 0 | 0 |
Public warrant liability | Fair Value, Recurring | ||
Financial Liabilities: | ||
Warrant liabilities | 905 | 149 |
Public warrant liability | Fair Value, Recurring | Level 1 | ||
Financial Liabilities: | ||
Warrant liabilities | 905 | 149 |
Public warrant liability | Fair Value, Recurring | Level 2 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Public warrant liability | Fair Value, Recurring | Level 3 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Private warrant liability | Fair Value, Recurring | ||
Financial Liabilities: | ||
Warrant liabilities | 414 | 71 |
Private warrant liability | Fair Value, Recurring | Level 1 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Private warrant liability | Fair Value, Recurring | Level 2 | ||
Financial Liabilities: | ||
Warrant liabilities | 414 | 71 |
Private warrant liability | Fair Value, Recurring | Level 3 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Perceptive Warrant Liability | ||
Financial Liabilities: | ||
Warrant liabilities | 7,500 | 2,500 |
Perceptive Warrant Liability | Fair Value, Recurring | ||
Financial Liabilities: | ||
Warrant liabilities | 7,517 | 2,515 |
Perceptive Warrant Liability | Fair Value, Recurring | Level 1 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Perceptive Warrant Liability | Fair Value, Recurring | Level 2 | ||
Financial Liabilities: | ||
Warrant liabilities | 0 | 0 |
Perceptive Warrant Liability | Fair Value, Recurring | Level 3 | ||
Financial Liabilities: | ||
Warrant liabilities | $ 7,517 | $ 2,515 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2024 USD ($) day $ / shares shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Oct. 27, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Sep. 04, 2021 $ / shares | Jul. 22, 2021 shares | |
Cash and Cash Equivalents [Line Items] | |||||||
Purchase of warrants (in shares) | shares | 666,515 | 666,516 | |||||
Expected term (in years) | 5 years | ||||||
Target share price of warrants or rights for redemption (in dollars per share) | $ / shares | $ 594 | ||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 0.33 | ||||||
Number of days for written notice of redemption | day | 30 | ||||||
Minimum number of trading days | day | 30 | ||||||
Outstanding loan balance | $ 56,250 | ||||||
Other current liabilities | $ 798 | ||||||
GeneDx | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Change in fair value of warrants and contingent liabilities | $ (3,400) | ||||||
Business combination, contingent consideration arrangements | $ 150,000 | ||||||
Class A Common Stock Equals or Exceeds, $18.00 | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Minimum number of trading days | day | 20 | ||||||
Consecutive trading day threshold | day | 30 | ||||||
Public Warrants | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Purchase of warrants (in shares) | shares | 457,323 | 447,223 | |||||
Private Placement Warrants | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Purchase of warrants (in shares) | shares | 209,192 | 219,293 | |||||
Perceptive Warrant Liability | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Change in fair value of warrants and contingent liabilities | $ (5,000) | ||||||
Warrant liabilities | 7,500 | $ 2,500 | |||||
Credit Agreement | Perceptive Term Loan Facility | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Expected term (in years) | 10 years | ||||||
Revolving credit facility | $ 75,000 | ||||||
Credit Agreement | Perceptive Term Loan Facility | Perceptive Warrant Liability | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Number of shares to purchase (in shares) | shares | 1,200,000 | ||||||
Credit Agreement | Perceptive Term Loan Facility | Additional Warrant Shares | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Number of shares to purchase (in shares) | shares | 400,000 | ||||||
Private Placement Warrants | GeneDx | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Change in fair value of warrants and contingent liabilities | $ (1,100) | $ 0 | |||||
Class A common stock | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Purchase of aggregate private placement warrants (shares) | shares | 1 | ||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 379.50 | ||||||
Target share price of warrants or rights for redemption (in dollars per share) | $ / shares | $ 330 | ||||||
Minimum number of trading days | day | 20 | ||||||
Consecutive trading day threshold | day | 30 | ||||||
Common stock threshold, number of trading days before notice of redemption | day | 3 | ||||||
Redemption on warrant holders (in dollars per share) | $ / shares | $ 594 | ||||||
Class A common stock | Class A Common Stock Equals or Exceeds, $18.00 | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in dollars per share) | $ / shares | 594 | ||||||
Class A common stock | Class A Common Stock Equals or Exceeds, $10.00 | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Target share price of warrants or rights for redemption (in dollars per share) | $ / shares | 330 | ||||||
Redemption price per warrant (in dollars per share) | $ / shares | $ 3.30 | ||||||
Number of days for written notice of redemption | day | 30 | ||||||
Minimum | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Maturity, at amortized cost | $ 13,500 | ||||||
Maximum | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Maturity, at amortized cost | 15,100 | ||||||
Level 2 | DECD Loan Agreement | |||||||
Cash and Cash Equivalents [Line Items] | |||||||
Outstanding loan balance | 6,300 | $ 6,300 | |||||
Other current liabilities | 800 | ||||||
Long-term debt, fair value | $ 5,100 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Utilized in Determining Warrant Shares Valuation (Details) - Perceptive Warrant Liability | Mar. 31, 2024 Year | Dec. 31, 2023 Year |
Stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 9.13 | 2.75 |
Exercise price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 3.18 | 3.18 |
Expected volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 1.100 | 1.100 |
Expected term (in years) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 9.6 | 9.8 |
Risk-free interest rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 0.0420 | 0.0388 |
Dividend yield | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant shares measurement input | 0 | 0 |
Property and Equipment, net - C
Property and Equipment, net - Components (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 79,031 | $ 78,931 |
Less: accumulated depreciation and amortization | (47,730) | (46,452) |
Property and equipment, net | 31,301 | 32,479 |
Capitalized software | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 32,171 | 32,171 |
Laboratory equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14,983 | 15,538 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 14,614 | 14,614 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 5,981 | 5,819 |
Building under finance lease | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,529 | 4,529 |
Equipment under finance leases | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 3,293 | 2,604 |
Furniture, fixtures and other equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 550 | 550 |
Construction in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,910 | $ 3,106 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Stock-based compensation expense | $ 1,742 | $ 5,130 |
Change in fair value of warrants and contingent liabilities | 1,600 | |
Building | ||
Property, Plant and Equipment [Line Items] | ||
Finance lease, impairment loss | $ 800 |
Property and Equipment, net - D
Property and Equipment, net - Depreciation and Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expenses | $ 1,742 | $ 5,130 |
Cost of services | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expenses | 816 | 589 |
Research and development | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expenses | 196 | 852 |
Selling and marketing | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expenses | 0 | 2 |
General and administrative | ||
Property, Plant and Equipment [Line Items] | ||
Total depreciation and amortization expenses | $ 730 | $ 3,687 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Acquired Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 196,000 |
Accumulated Amortization | 26,881 |
Net Carrying Value | 169,119 |
Tradenames and trademarks | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 50,000 |
Accumulated Amortization | 5,989 |
Net Carrying Value | $ 44,011 |
Weighted-Average Amortization Period (in years) | 14 years 1 month 6 days |
Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 48,000 |
Accumulated Amortization | 11,500 |
Net Carrying Value | $ 36,500 |
Weighted-Average Amortization Period (in years) | 6 years 1 month 6 days |
Customer relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 98,000 |
Accumulated Amortization | 9,392 |
Net Carrying Value | $ 88,608 |
Weighted-Average Amortization Period (in years) | 18 years 1 month 6 days |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Trademarks, Tradenames And Developed Technology Rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 2.3 | $ 2.3 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of intangible assets | $ 1.2 | $ 1.2 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2019 | Jun. 01, 2017 | |
Related Party Transaction [Line Items] | |||||
Revenue | $ 62,422 | $ 43,139 | |||
Commitment to receive future capital contributions | $ 55,000 | ||||
Payables | 32,410 | $ 37,456 | |||
Cost of services | 25,011 | 27,903 | |||
Purchase Of Diagnostic Testing Kits And Materials | |||||
Related Party Transaction [Line Items] | |||||
Purchases from related party | 2,500 | 500 | |||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Cumulative funding drawn | $ 55,000 | ||||
Cost of services | 1,452 | 815 | |||
Related Party | BioReference Laboratories, Inc. | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 400 | 700 | |||
Related Party | Service Agreements | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 1,400 | 1,900 | |||
Payables | 1,000 | 1,000 | |||
Related Party | Purchase Of Diagnostic Testing Kits And Materials | |||||
Related Party Transaction [Line Items] | |||||
Payables | 100 | $ 400 | |||
Cost of services | 1,000 | 100 | |||
Related Party | Transition Services Agreement | OPKO | |||||
Related Party Transaction [Line Items] | |||||
Related party costs | 800 | ||||
Diagnostic Test | |||||
Related Party Transaction [Line Items] | |||||
Revenue | 61,104 | 41,850 | |||
Diagnostic Test | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Revenue | $ 600 | $ 800 |
Related Party Transactions - Re
Related Party Transactions - Related Party Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Related Party Transaction [Line Items] | ||
Cost of services | $ 25,011 | $ 27,903 |
Other operating expenses, net | 974 | 1,747 |
Related Party | ||
Related Party Transaction [Line Items] | ||
Cost of services | 1,452 | 815 |
Other operating expenses, net | 974 | 1,747 |
Total related party costs | $ 2,426 | $ 2,562 |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 (remainder of year) | $ 497 | |
2025 | 1,211 | |
2026 | 1,235 | |
2027 | 1,260 | |
2028 | 51,285 | |
Thereafter | 762 | |
Total debt | 56,250 | |
Less: current portion of long-term debt | (798) | |
Less: long-term debt issuance costs | (3,159) | |
Total long-term debt, net of current portion and debt issuance costs | $ 52,293 | $ 52,688 |
Long-Term Debt - Loan and Secur
Long-Term Debt - Loan and Security Agreement (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 27, 2023 | Mar. 31, 2024 |
Debt Instrument [Line Items] | ||
Expected term (in years) | 5 years | |
Credit Agreement | Perceptive Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 75 | |
Debt instrument, interest rate, increase (decrease) | 4% | |
Volume weighted average price period | 10 days | |
Expected term (in years) | 10 years | |
Credit Agreement | Perceptive Term Loan Facility | Perceptive Warrant Liability | ||
Debt Instrument [Line Items] | ||
Number of shares to purchase (in shares) | 1,200,000 | |
Credit Agreement | Perceptive Term Loan Facility | Initial Warrant Shares | ||
Debt Instrument [Line Items] | ||
Number of shares to purchase (in shares) | 800,000 | |
Warrant exercise price (in dollars per share) | $ 3.1752 | |
Credit Agreement | Perceptive Term Loan Facility | Additional Warrant Shares | ||
Debt Instrument [Line Items] | ||
Number of shares to purchase (in shares) | 400,000 | |
Credit Agreement | Perceptive Term Loan Facility | Minimum | ||
Debt Instrument [Line Items] | ||
Prepayment premium (as percent) | 0% | |
Credit Agreement | Perceptive Term Loan Facility | Maximum | ||
Debt Instrument [Line Items] | ||
Prepayment premium (as percent) | 10% | |
Credit Agreement | Perceptive Term Loan Facility | Secured Overnight Financing Rate (SOFR) | ||
Debt Instrument [Line Items] | ||
Debt instrument, basis spread on variable rate | 7.50% | |
Credit Agreement, Tranche A Loan | Perceptive Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 50 | |
Credit Agreement, Tranche B Loan | Perceptive Term Loan Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility | $ 25 |
Long-Term Debt - Connecticut De
Long-Term Debt - Connecticut Department of Economic and Community Development Funding Commitment (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 USD ($) milestone | Jun. 30, 2017 USD ($) | Mar. 31, 2024 USD ($) | Dec. 31, 2022 USD ($) | |
DECD Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Total funding commitment | $ 15.5 | |||
Interest rate (as percent) | 2% | |||
Administrative expenses over period (in years) | 10 years | |||
Maximum loan forgiveness | $ 12.3 | |||
Debt forgiven | $ 4.5 | |||
Number of forgiveness milestones | milestone | 2 | |||
Outstanding loan balance | $ 6.3 | |||
DECD Loan Agreement, Phase 2 Funding | ||||
Debt Instrument [Line Items] | ||||
Debt forgiven | $ 2.8 | |||
Long-term debt principal payments | 2 | |||
DECD Loan Agreement, Phase 3 Funding | ||||
Debt Instrument [Line Items] | ||||
Debt forgiveness eligible | 2 | |||
DECD Loan Agreement, Final Phase Funding | ||||
Debt Instrument [Line Items] | ||||
Debt forgiveness eligible | $ 1 |
Purchase Commitments and Cont_3
Purchase Commitments and Contingencies - Schedule of Material Purchase Commitments (Details) - Software and Equipment Providers $ in Thousands | Mar. 31, 2024 USD ($) |
Operating Leased Assets [Line Items] | |
2024 | $ 3,040 |
2025 | 2,438 |
2026 | 1,771 |
2027 | 643 |
2028 | 107 |
Total purchase commitments | $ 7,999 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ (451) | $ 48 |
Stock Appreciation Rights (SARs) | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Reversal of stock-based compensation | 3,200 | 8,100 |
Cost of services | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 48 | (1,666) |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | (187) | 943 |
Selling and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | (20) | 63 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ (292) | $ 708 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Jan. 31, 2024 | |
Options to purchase common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation cost on the unvested stock options | $ 1.5 | |
Weighted-average vesting period for compensation cost | 1 year 3 months 18 days | |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of options granted | 0 | |
Weighted average remaining contractual life (years), options exercisable | 10 years | |
Vesting period | 4 years | |
Shares available for grant (in shares) | 1,879,336 | |
2021 Plan | Class A common stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares equal to percent | 5% | |
Increase in common stock, capital shares reserved for future issuance (in shares) | 1,298,943 | |
2021 Employee Stock Purchase Plan | Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares equal to percent | 1% | |
Number of share reserved for issuance (in shares) | 596,604 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Class A common stock | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock Options | |
Beginning balance (in shares) | shares | 497,976 |
Exercised (in shares) | shares | (4,877) |
Forfeited/Expired (in shares) | shares | (63,306) |
Ending balance (in shares) | shares | 429,793 |
Outstanding, options exercisable at end of period (in shares) | shares | 280,612 |
Weighted Average Exercise Price | |
Weighted-average exercise price (in dollars per share) | $ / shares | $ 42.80 |
Weighted average exercise price, exercised (in dollars per share) | $ / shares | 5.05 |
Weighted average exercise price, Forfeited/Expired (in dollars per share) | $ / shares | 56.84 |
Weighted-average exercise price (in dollars per share) | $ / shares | 41.20 |
Weighted average exercise price, options exercisable (in dollars per share) | $ / shares | $ 35.43 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock Units | |
Outstanding, Beginning Balance (in shares) | shares | 1,507,877 |
Granted (in shares) | shares | 1,010,121 |
Vested (in shares) | shares | (138,608) |
Forfeited (in shares) | shares | (223,140) |
Outstanding, Ending Balance (in shares) | shares | 2,156,250 |
Weighted Average Grant Date Fair Value Per Unit | |
Weighted Average Grant Date Fair Value Per Unit, Beginning Balance (in dollar per share) | $ / shares | $ 15.48 |
Granted (in dollars per share) | $ / shares | 8.66 |
Vested (in dollars per share) | $ / shares | 16.20 |
Forfeited (in dollars per share) | $ / shares | 18.67 |
Weighted Average Grant Date Fair Value Per Unit, Ending Balance (in us dollar per share) | $ / shares | $ 11.75 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 82 | $ 147 |
Effective tax rate | 0.42% | 0.30% |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss attributable to common stockholders | $ (20,239) | $ (60,989) |
Denominator: | ||
Basic weighted-average common shares outstanding (in shares) | 26,062,170 | 20,061,945 |
Diluted weighted-average common shares outstanding (in shares) | 26,062,170 | 20,061,945 |
Basic loss per share (in dollars per share) | $ (0.78) | $ (3.04) |
Diluted loss per share (in dollars per share) | $ (0.78) | $ (3.04) |
Net Loss per Share - Potentiall
Net Loss per Share - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 4,052,558 | 3,216,517 |
Outstanding options and RSUs to purchase Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,586,043 | 1,973,590 |
Outstanding warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 1,466,515 | 666,515 |
Outstanding earn-out shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 554,799 |
Outstanding earn-out RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 0 | 21,613 |
Net Loss per Share - Diluted (D
Net Loss per Share - Diluted (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding of Class A common stock, Basic (in shares) | 26,062,170 | 20,061,945 |
Weighted average shares outstanding, diluted (in shares) | 26,062,170 | 20,061,945 |
Basic net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Class A common stock | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average shares outstanding of Class A common stock, Basic (in shares) | 26,062,170 | 20,061,945 |
Weighted average shares outstanding, diluted (in shares) | 26,062,170 | 20,061,945 |
Basic net loss per share, Class A common stock (in dollars per share) | $ (0.78) | $ (3.04) |
Restructuring Costs - Narrative
Restructuring Costs - Narrative (Details) $ in Millions | 3 Months Ended | |||
Oct. 30, 2023 USD ($) position | Aug. 23, 2023 position | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Restructuring and Related Activities [Abstract] | ||||
Restructuring costs | $ 0.8 | $ 0.7 | ||
Number of positions eliminated | position | 35 | 50 | ||
Number of positions eliminated, period percent | 10% | |||
Annual cost reduction | $ 40 |
Restructuring Costs - Restructu
Restructuring Costs - Restructuring Activity (Details) - Severance $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, beginning balance | $ 1,853 |
Charged to Costs and Expenses | 843 |
Payments and Other | (1,342) |
Restructuring reserve, ending balance | $ 1,354 |
Supplemental Financial Inform_3
Supplemental Financial Information - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||||
Cash and cash equivalents | $ 83,673 | $ 99,681 | ||
Restricted cash (included in other assets) | 987 | 987 | ||
Total | $ 84,660 | $ 100,668 | $ 214,939 | $ 138,303 |
Supplemental Financial Inform_4
Supplemental Financial Information - Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Accounts payable | $ 9,477 | $ 10,238 |
Accrued purchases | 11,292 | 12,154 |
Reserves for refunds to insurance carriers and others | 11,641 | 15,064 |
Total | $ 32,410 | $ 37,456 |
Supplemental Financial Inform_5
Supplemental Financial Information - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Related Party Transaction [Line Items] | ||
Accrued compensation | $ 9,995 | $ 12,465 |
Accrued severance | 1,354 | 1,853 |
Other | 1,891 | 2,018 |
Nonrelated Party | ||
Related Party Transaction [Line Items] | ||
Total | $ 13,240 | $ 16,336 |
Supplemental Financial Inform_6
Supplemental Financial Information - Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Other Liabilities Disclosure [Abstract] | ||
Warrant liability | $ 8,836 | $ 2,735 |
Third party payor reserve | 12,000 | 12,000 |
Total | $ 20,836 | $ 14,735 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 62,422 | $ 43,139 |
Depreciation and amortization | 1,742 | 5,130 |
Stock-based compensation | (451) | 48 |
Restructuring costs | 800 | 700 |
Gross profit | 37,411 | 15,236 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 62,422 | 43,139 |
Adjusted cost of services | 24,099 | 28,906 |
Adjusted gross profit | 38,323 | 14,233 |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 816 | 589 |
Stock-based compensation | 48 | (1,666) |
Restructuring costs | 48 | 74 |
GeneDx | ||
Segment Reporting Information [Line Items] | ||
Revenue | 61,461 | 40,693 |
Gross profit | 36,450 | 13,043 |
GeneDx | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 61,461 | 40,693 |
Adjusted cost of services | 24,099 | 26,826 |
Adjusted gross profit | 37,362 | 13,867 |
GeneDx | Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 816 | 476 |
Stock-based compensation | 48 | 305 |
Restructuring costs | 48 | 43 |
Legacy Sema4 | ||
Segment Reporting Information [Line Items] | ||
Revenue | 961 | 2,446 |
Gross profit | 961 | 2,193 |
Legacy Sema4 | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenue | 961 | 2,446 |
Adjusted cost of services | 0 | 2,080 |
Adjusted gross profit | 961 | 366 |
Legacy Sema4 | Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Depreciation and amortization | 0 | 113 |
Stock-based compensation | 0 | (1,971) |
Restructuring costs | $ 0 | $ 31 |