EXACT SCIENCES CORP, 10-Q filed on 5/6/2020
Quarterly Report
v3.20.1
Cover Page - shares
3 Months Ended
Mar. 31, 2020
May 04, 2020
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2020  
Entity File Number 001-35092  
Entity Registrant Name EXACT SCIENCES CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 02-0478229  
Entity Address, Address Line One 441 Charmany Drive  
Entity Address, City or Town Madison  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53719  
City Area Code 608  
Local Phone Number 535-8815  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol EXAS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001124140  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   149,746,169
v3.20.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current Assets:    
Cash and cash equivalents $ 701,054 $ 177,254
Marketable securities 530,062 146,401
Accounts receivable, net 140,046 130,667
Inventory 69,424 61,724
Prepaid expenses and other current assets 43,732 40,913
Total current assets 1,484,318 556,959
Long-term Assets:    
Property, plant and equipment, net 465,476 455,325
Operating lease right-of-use assets 124,369 126,444
Goodwill 1,237,161 1,203,197
Intangible assets, net 1,128,261 1,143,550
Other long-term assets, net 21,540 20,293
Total assets 4,461,125 3,505,768
Current Liabilities:    
Accounts payable 38,048 25,973
Accrued liabilities 166,596 193,329
Operating lease liabilities, current portion 8,663 7,891
Debt, current portion 24,565 834
Other current liabilities 5,709 8,467
Total current liabilities 243,581 236,494
Long-term Liabilities:    
Convertible notes, net 1,514,306 803,605
Long-term debt, less current portion 0 24,032
Other long-term liabilities 47,252 34,911
Operating lease liabilities, less current portion 118,333 118,665
Total liabilities 1,923,472 1,217,707
Commitments and contingencies
Stockholders’ Equity:    
Preferred stock, $0.01 par value Authorized—5,000,000 shares issued and outstanding—no shares at March 31, 2020 and December 31, 2019 0 0
Common stock, $0.01 par value Authorized—200,000,000 shares issued and outstanding—149,446,864 and 147,625,696 shares at March 31, 2020 and December 31, 2019 1,495 1,477
Additional paid-in capital 3,763,328 3,406,440
Accumulated other comprehensive loss (1,717) (100)
Accumulated deficit (1,225,453) (1,119,756)
Total stockholders’ equity 2,537,653 2,288,061
Total liabilities and stockholders’ equity $ 4,461,125 $ 3,505,768
v3.20.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, Authorized shares (in shares) 5,000,000 5,000,000
Preferred stock, Issued shares (in shares) 0 0
Preferred stock, outstanding shares (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, Authorized shares (in shares) 200,000,000 200,000,000
Common stock, Issued shares (in shares) 149,446,864 147,625,696
Common stock, outstanding shares (in shares) 149,446,864 147,625,696
v3.20.1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Statement [Abstract]    
Revenue $ 347,821 $ 162,043
Operating expenses    
Cost of sales (exclusive of amortization of acquired intangible assets) 81,606 42,827
Research and development 43,509 31,785
Sales and marketing 167,749 90,939
General and administrative 113,991 63,806
Amortization of acquired intangible assets 23,339 760
Total operating expenses 430,194 230,117
Loss from operations (82,373) (68,074)
Other income (expense)    
Investment income, net 97 6,655
Interest expense (25,153) (21,990)
Total other income (expense) (25,056) (15,335)
Net loss before tax (107,429) (83,409)
Income tax benefit 1,732 470
Net loss $ (105,697) $ (82,939)
Net loss per share - basic and diluted (in usd per share) $ (0.71) $ (0.66)
Weighted average common shares outstanding - basic and diluted (in shares) 148,151 126,248
v3.20.1
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement of Comprehensive Income [Abstract]    
Net loss $ (105,697) $ (82,939)
Other comprehensive loss, before tax:    
Unrealized gain (loss) on available-for-sale investments (1,642) 2,176
Foreign currency translation gain (loss) 25 0
Comprehensive loss, before tax (107,314) (80,763)
Income tax benefit (expense) related to items of other comprehensive loss 0 (520)
Comprehensive loss, net of tax $ (107,314) $ (81,283)
v3.20.1
Condensed Consolidated Statements of Stockholders Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Beginning Balance at Dec. 31, 2018 $ 680,941 $ 1,232 $ 1,716,894 $ (1,422) $ (1,035,763)
Balance (in shares) at Dec. 31, 2018   123,192,540      
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of tax and issuance costs 268,390   268,390    
Shares issued to settle convertible notes (in shares)   2,158,991      
Shares issued to settle convertible notes 182,435 $ 22 182,413    
Settlement of convertible notes, net of tax (300,768)   (300,768)    
Exercise of common stock options 3,650 $ 2 3,648    
Exercise of common stock options (in shares)   235,278      
Issuance of common stock to fund the Company's 401(k) match 7,409 $ 1 7,408    
Issuance of common stock to fund the Company's 401(k) match (in shares)   86,532      
Compensation expense related to issuance of stock options and restricted stock awards 16,166 $ 35 16,131    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   3,410,481      
Issuance of common stock for business combinations 0        
Net loss (82,939)       (82,939)
Accumulated other comprehensive loss 1,656     1,656  
Ending Balance at Mar. 31, 2019 776,940 $ 1,292 1,894,116 234 (1,118,702)
Balance (in shares) at Mar. 31, 2019   129,083,822      
Beginning Balance at Dec. 31, 2019 $ 2,288,061 $ 1,477 3,406,440 (100) (1,119,756)
Balance (in shares) at Dec. 31, 2019 147,625,696 147,625,696      
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of tax and issuance costs $ 346,641   346,641    
Shares issued to settle convertible notes (in shares) 2,159,716        
Settlement of convertible notes, net of tax $ (64,199)   (64,199)    
Exercise of common stock options 4,300 $ 2 4,298    
Exercise of common stock options (in shares)   160,286      
Issuance of common stock to fund the Company's 401(k) match 12,007 $ 1 12,006    
Issuance of common stock to fund the Company's 401(k) match (in shares)   136,559      
Compensation expense related to issuance of stock options and restricted stock awards 29,560 $ 11 29,549    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   1,141,376      
Issuance of common stock for business combinations $ 28,597 $ 4 28,593    
Issuance of common stock for business combinations (in shares) 17,046,159 382,947      
Net loss $ (105,697)       (105,697)
Accumulated other comprehensive loss (1,617)     (1,617)  
Ending Balance at Mar. 31, 2020 $ 2,537,653 $ 1,495 $ 3,763,328 $ (1,717) $ (1,225,453)
Balance (in shares) at Mar. 31, 2020 149,446,864 149,446,864      
v3.20.1
Condensed Consolidated Statements of Stockholders Equity (Parenthetical) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
v3.20.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows from operating activities:    
Net loss $ (105,697) $ (82,939)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 16,006 6,375
Loss on disposal of property, plant and equipment 272 82
Unrealized loss on revaluation of marketable equity securities 669 0
Deferred tax benefit (1,918) (520)
Stock-based compensation 29,560 16,166
Loss on settlement of convertible notes 7,954 10,558
Amortization of convertible note debt discount and issuance costs 14,553 9,079
Amortization of deferred financing costs and other liabilities (1,073) (425)
Amortization of premium on short-term investments 53 (1,173)
Amortization of acquired intangible assets 23,339 760
Non-cash lease expense 10,190 877
Changes in assets and liabilities:    
Accounts receivable, net (6,322) (11,856)
Inventory (7,469) (5,121)
Operating lease liabilities (2,210) (4,721)
Accounts payable and accrued liabilities (18,296) (2,216)
Other assets and liabilities (9,438) (9,080)
Net cash used in operating activities (49,827) (74,154)
Cash flows from investing activities:    
Purchases of marketable securities (425,168) (262,887)
Maturities and sales of marketable securities 39,143 232,482
Purchases of property, plant and equipment (12,685) (10,657)
Business combination, net of cash acquired (6,807) 0
Other investing activities (330) (140)
Net cash used in investing activities (405,847) (41,202)
Cash flows from financing activities:    
Proceeds from issuance of convertible notes, net 1,125,547 729,536
Proceeds from exercise of common stock options 4,300 3,650
Payments on settlement of convertible notes (150,054) (493,355)
Proceeds from construction loan 0 295
Payments on mortgage payable (313) 0
Net cash provided by financing activities 979,480 240,126
Net increase in cash and cash equivalents 523,806 124,770
Cash and cash equivalents, beginning of period 177,528 160,430
Cash and cash equivalents, end of period 701,334 285,200
Supplemental disclosure of non-cash investing and financing activities:    
Property, plant and equipment acquired but not paid 13,631 42,119
Unrealized gain (loss) on available-for-sale investments, before tax (1,642) 2,176
Issuance of 136,559 and 86,532 shares of common stock to fund the Company’s 401(k) matching contribution for 2019 and 2018, respectively 12,007 7,409
Issuance of 2,158,991 shares of common stock upon settlement of convertible notes 0 182,435
Retirement of equity component of convertible notes settled (64,199) (300,768)
Issuance of common stock for business combinations 28,597 0
Supplemental Cash Flow Information [Abstract]    
Interest paid $ 3,725 $ 1,712
v3.20.1
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Statement of Cash Flows [Abstract]    
Issuance of shares of common stock to fund the Company's 401(k) matching contribution (in shares) 136,559 86,532
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. Exact is a leading global cancer diagnostics company. It has developed some of the most impactful brands in cancer screening and diagnostics, including Cologuard® and Oncotype DX®. Exact is currently working on the development of additional tests for other types of cancer, with the goal of bringing new innovative cancer tests to patients throughout the world.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements, which include the accounts of Exact Sciences Corporation and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K (the “2019 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2019 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2019 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2019 Form 10-K.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of convertible notes, valuation of intangible assets and goodwill, and accounting for income taxes among others. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report and the 2019 Form 10-K.
The spread of the coronavirus (“COVID-19”) has affected many segments of the global economy, including the cancer screening and diagnostics industry. The COVID-19 outbreak, which the World Health Organization has classified as a pandemic, has prompted governments and regulatory bodies throughout the world to issue “stay-at-home” or similar orders, and enact restrictions on the performance of “non-essential” services, public gatherings and travel. Health systems, including key markets where the Company operates, have been, or may be, overwhelmed with high volumes of patients suffering from COVID-19.
Due to social distancing, stay-at-home orders, and other actions taken in response to COVID-19, there has been a significant and widespread decline in standard wellness visits and preventive medical services. That decline has negatively impacted Cologuard test orders in the Company’s Screening business, notwithstanding the availability of alternative ordering channels such as telehealth. The Company expects that Cologuard orders and revenues will lag in the second quarter of 2020 and beyond.
The Precision Oncology business is also starting to see weakening underlying conditions because of COVID-19, more notably in the U.S. prostate business and in certain international geographies. The Company’s expects the widespread decrease in preventive services, such as mammograms and prostate cancer screenings, to negatively impact Precision Oncology test volumes in the coming months due to the typical lag between cancer screening and genomic test ordering.
The extent to which COVID-19 impacts the Company’s business and financial results will depend on numerous evolving factors including, but not limited to: the magnitude and duration of COVID-19, the extent to which it will impact worldwide macroeconomic conditions including interest rates, employment rates and health insurance coverage, the speed of the anticipated recovery, access to capital markets, and governmental and business reactions to the pandemic. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company and the unknown future impacts of COVID-19 as of March 31, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, the Company’s allowance for doubtful accounts and credit losses, equity investments, software, and the carrying value of the goodwill and other long-lived assets. The Company’s future assessment of the magnitude and duration of COVID-19, as well as other factors, could result in additional material impacts to the Company’s consolidated financial statements in future reporting periods.
Cash and Cash Equivalents
The Company considers cash on hand, demand deposits in bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents.
Marketable Securities
Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company’s debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the condensed consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in investment income, net.
The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate, in order to support its current operations (including those with a contractual term greater than one year from the date of purchase), are classified as current.
The Company periodically evaluates its available-for-sale debt securities in unrealized loss positions to determine whether any impairment is a result of a credit loss or other factors. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, significance of a security’s loss position, adverse conditions specifically related to the security, and the payment structure of the security.
Allowance for Doubtful Accounts
The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events or other substantive evidence indicate that expected collections will be less than applicable accrual rates. At March 31, 2020 and December 31, 2019 the allowance for doubtful accounts recorded was not material to the Company’s condensed consolidated balance sheets. For the three months ended March 31, 2020 and 2019, there was no bad debt expense written off against the allowance and charged to operating expense.
Inventory
Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meet quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate.
Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, have been expensed to research and development in the Company’s condensed consolidated statements of operations.
Inventory consisted of the following:
(In thousands)March 31,
2020
December 31,
2019
Raw materials$27,614  $24,958  
Semi-finished and finished goods41,810  36,766  
Total inventory$69,424  $61,724  
Property, Plant and Equipment
​Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring it to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred.
Software Development Costs
Costs related to internal use software, including hosting arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight-line basis over the estimated useful life of the software, or the duration of the hosting agreement.
Investments in Privately Held Companies
The Company determines whether its investments in privately held companies are debt or equity based on their characteristics, in accordance with the applicable accounting guidance for such investments. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee.
Investments in privately held companies determined to be equity securities are accounted for as non-marketable securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense) in the condensed consolidated statements of operations.
Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held-to-maturity securities, in accordance with the applicable accounting guidance for such investments.​
Derivative Financial Instruments
The Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the condensed consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the condensed consolidated statements of operations. As of March 31, 2020 and December 31, 2019, the Company had open foreign currency forward contracts with notional amounts of $14.3 million and $17.9 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the foreign currency forward contracts was zero at March 31, 2020 and December 31, 2019.
Intangible Assets
Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants.
Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. Other than the transactions discussed in Note 5 below, the Company determined that all patent costs incurred during the three months ended March 31, 2020 and 2019 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined.​
Acquired In-process Research and Development (IPR&D)
Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects and discounting the net cash flows to present value. The revenues and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success. IPR&D projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related R&D efforts. Upon successful completion of the project, the capitalized amount is
amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. There are often major risks and uncertainties associated with IPR&D projects as we are required to obtain regulatory approvals in order to be able to market the resulting products. Such approvals require completing clinical trials that demonstrate the products effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods.
Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors' products could result in partial or full impairment of the related intangible assets.
Goodwill​
The Company evaluates goodwill for possible impairment in accordance with Accounting Standards Codification (“ASC”) 350 on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value.
Impairment of Long-Lived Assets
The Company evaluates the fair value of long-lived assets, which include property, plant and equipment, intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairment losses for the periods ended March 31, 2020 and December 31, 2019.
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance that requires fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Convertible Notes
The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the Company’s nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component of the convertible notes by using assumptions that market participants would use in pricing a debt instrument, including
market interest rates, credit standing, yield curves and volatilities. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense.
Leases
The Company acts as lessee under all its lease agreements, which includes operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment. The Company also has finance leases for certain equipment, which are not material to the Company’s condensed consolidated financial statements.
The Company determines whether an arrangement is, or contains, a lease at inception. At the beginning of fiscal year 2019, the company adopted ASC Topic 842. The Company records the present value of operating lease payments as right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of operating lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations.
As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. Certain vehicle leases include variable lease payments that depend on an index or rate. Those lease payments are initially measured using the index or rate at the lease commencement date.
The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense.
The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.
Net Loss Per Share​
Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period:
March 31,
(In thousands)20202019
Shares issuable upon exercise of stock options2,841  2,482  
Shares issuable upon the release of restricted stock awards4,823  4,216  
Shares issuable upon conversion of convertible notes20,309  12,197  
27,973  18,895  
Accounting for Stock-Based Compensation
The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units and shares purchased under an employee stock purchase plan (if certain parameters are not met), to be recognized in the financial statements based on their grant date fair values. Forfeitures of any share-based awards are recognized as they occur. ​
Revenue Recognition​
Revenues are recognized when control of the promised services are transferred to the patient, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 2 for further discussion.
Foreign Currency Translation
Prior to 2019, the Company’s international subsidiaries functional currency was the local currency and assets and liabilities were translated into U.S. dollars at the period-end exchange rate or historical rates, as appropriate. Condensed consolidated statements of operations were translated at average exchange rates for the period, and the cumulative translation adjustments resulting from changes in exchange rates were included in the Company’s condensed consolidated balance sheet as a component of additional paid-in capital. In 2019 and 2020 the Company’s international subsidiaries use the U.S. dollar as the functional currency, resulting in the Company not being subject to gains and losses from foreign currency translation of the subsidiary financial statements. The Company recognizes gains and losses from foreign currency transactions in the condensed consolidated statements of operations. Net foreign currency transaction gains or losses were not material to the condensed consolidated statements of operations for the periods presented.
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements including the amortization of acquired intangible assets, which is now presented as a separate line item on the Company's condensed consolidated statements of operations and was previously included in cost of sales, research and development, and general and administrative expenses. Due to these reclassifications, the Company is no longer presenting gross margin on the Company's condensed consolidated statements of operations.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The updates also require available-for-sale debt security credit losses to be recognized as allowances rather than a reduction in amortized cost.The guidance was adopted by the Company on January 1, 2020. The requirements of the ASU did not result in the recognition of a material allowance for current expected credit losses, as the Company’s analysis of collectability looks at historical experience as well as current and future implications surrounding the ability to collect. Adoption of the updated guidance did not have a material impact on the Company’s condensed consolidated financial statements.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments –Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The updated guidance provides clarity regarding measurement of securities without readily determinable fair values. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles –Goodwill and Other –Internal-Use Software(Subtopic 350-40). The updated provided guidance for evaluating the accounting for fees paid by a customer in a cloud computing arrangement that is a service contract. The guidance was adopted on a prospective basis, beginning on January 1, 2020 and it did not have a material impact on the Company's condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820); Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement. The guidance provided an update to the disclosure requirements for fair value measurements under the scope of ASC 820. The updates were adopted on January 1, 2020 and did not have a material impact on the Company’s condensed consolidated financial statements.
In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808). The update provided additional guidance regarding the interaction between Topic 808 on Collaborative Arrangements and Topic 606 on Revenue Recognition. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's condensed consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update simplifies the accounting for income taxes through removing exceptions related to certain intraperiod allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021, however early adoption is permitted. The Company adopted the guidance early, which was effective January 1, 2020. Adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The updated guidance provides optional expedients for applying the requirements of certain topics in the codification for contracts that are modified because of reference rate reform. In addition to the optional expedients, the update includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. The updated guidance is effective for all entities as of March 12, 2020 and through December 31, 2022. The Company adopted the guidance upon issuance on March 12, 2020. There was no impact on the Company's condensed consolidated financial statements.
v3.20.1
REVENUE
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE ​
The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype DX tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider.
The core principle of ASC 606 is that the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenues from its products in accordance with that core principle, and key aspects considered by the Company include the following:
Contracts​
The Company’s customer is the patient, but the Company does not enter into a formal reimbursement contract with a patient. Accordingly, the Company establishes a contract with a patient in accordance with other customary business practices.
Approval of a contract is established via the order submitted by the patient’s healthcare provider and the receipt of a sample in the laboratory.
The Company is obligated to perform its laboratory services upon acceptance of a sample, and the patient and/or applicable payer are obligated to reimburse the Company for services rendered based on the patient’s insurance benefits.
Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with CMS and applicable reimbursement contracts established between the Company and payers. However, when an order is received for a patient with no active insurance, the Company requires payment from the patient prior to the commencement of the Company’s performance obligations.
Once the Company releases a patient’s test result to the ordering healthcare provider, the Company is legally able to collect payment and bill an insurer, patient and/or health system, depending on payer contract status or patient insurance benefit status.
The Company’s consideration is deemed to be variable, and the Company considers collection of such consideration to be probable to the extent that it is unconstrained.
Performance obligations
A performance obligation is a promise in a contract to transfer a distinct good or service (or a bundle of goods or services) to the customer. The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. The Company elects the practical expedient related to disclosure of unsatisfied performance obligations, as the duration of time between sample receipt and the release of a valid test result to the ordering healthcare provider is far less than one year.
Transaction price
The transaction price is the amount of consideration that the Company expects to collect in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration expected from a contract with a customer may include fixed amounts, variable amounts, or both.
The consideration derived from the Company’s contracts is deemed to be variable due to several factors such as the amount of contractual adjustments, any patient co-payments, deductibles or patient adherence incentives, the existence of secondary payers, and claim denials.
The Company estimates the amount of variable consideration using the expected value method, which represents the sum of probability-weighted amounts in a range of possible consideration amounts. When estimating the amount of variable consideration, the Company considers several factors, such as historical collections experience, patient insurance eligibility and payer reimbursement contracts.
The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made. Revenue recognized from changes in transaction prices was $5.4 million and $1.5 million for the three months ended March 31, 2020 and 2019, respectively.
The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more or less consideration than it originally estimated for a contract with a patient, it will account for the change as an increase or decrease in the estimate of the transaction price (i.e., an upward or downward revenue adjustment) in the period identified.
When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon release of the performance obligations associated with the Company’s tests, with recognition, generally occurring at the date of cash receipt.
Allocate transaction price
The transaction price is allocated entirely to the performance obligation contained within the contract with a patient.
Point in time recognition
The Company’s single performance obligation is satisfied at a point in time, and that point in time is defined as the date a patient’s successful test result is released to the patient’s ordering healthcare provider. The Company considers this date to be the time at which the patient obtains control of the promised test service.
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended March 31,
(In thousands)20202019
Screening
Medicare Parts B & C$98,159  $82,917  
Commercial109,369  73,351  
Other11,924  5,775  
Total Screening219,452  162,043  
Precision Oncology
Medicare Parts B & C$47,034  $—  
Commercial59,605  —  
International20,936  —  
Other794  —  
Total Precision Oncology128,369  —  
Total$347,821  $162,043  
Screening revenue primarily includes laboratory service revenue from Cologuard while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX products.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the condensed consolidated balance sheets. Generally, billing occurs subsequent to the release of a patient’s test result to the ordering healthcare provider, resulting in an account receivable. However, the Company sometimes receives advance payment from a patient before a test result is completed, resulting in deferred revenue. The deferred revenue balance is relieved upon release of the applicable patient’s test result to the ordering healthcare provider. As of March 31, 2020 and December 31, 2019, the deferred revenue balance is not material to the Company’s condensed consolidated financial statements.
Practical Expedients
The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.
The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses in the Company’s condensed consolidated statements of operations.
The Company incurs certain other costs that are incurred regardless of whether a contract is obtained. Such costs are primarily related to legal services and patient communications (e.g. adherence reminder letters). These costs are expensed as incurred and recorded within general and administrative expenses in the Company’s condensed consolidated statements of operations.
v3.20.1
MARKETABLE SECURITIES
3 Months Ended
Mar. 31, 2020
Cash and Cash Equivalents [Abstract]  
MARKETABLE SECURITIES MARKETABLE SECURITIES
The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at March 31, 2020 and December 31, 2019:
(In thousands)March 31, 2020December 31, 2019
Cash, cash equivalents, and restricted cash
Cash and money market$577,684  $146,932  
Cash equivalents123,370  30,322  
Restricted cash (1)280  274  
Total cash, cash equivalents, and restricted cash701,334  177,528  
Marketable securities
Available-for-sale debt securities529,037  144,685  
Equity securities1,025  1,716  
Total marketable securities530,062  146,401  
Total cash and cash equivalents, restricted cash and marketable securities$1,231,396  $323,929  
______________
(1)Restricted cash is included in other long-term assets on the condensed consolidated balance sheets. There was no restricted cash at March 31, 2019.
Available-for-sale debt securities at March 31, 2020 consisted of the following:
March 31, 2020
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss)
Losses in Accumulated
Other Comprehensive
Income (Loss)
Estimated Fair
Value
Cash equivalents
U.S. government agency securities$55,299  $32  $—  $55,331  
Corporate bonds39,443   (48) 39,396  
Commercial paper19,955   (8) 19,950  
Asset backed securities8,695  —  (2) 8,693  
Total cash equivalents123,392  36  (58) 123,370  
Marketable securities
Corporate bonds260,218  71  (2,168) 258,121  
U.S. government agency securities202,628  622  —  203,250  
Certificates of deposit31,653  —  (134) 31,519  
Asset backed securities28,269  28  (102) 28,195  
Commercial paper7,964  —  (12) 7,952  
Total marketable securities530,732  721  (2,416) 529,037  
Total available-for-sale securities$654,124  $757  $(2,474) $652,407  
Available-for-sale debt securities at December 31, 2019 consisted of the following:
December 31, 2019
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss)
Losses in Accumulated
Other Comprehensive
Income (Loss)
Estimated Fair Value
Cash equivalents
U.S. government agency securities$30,320  $ $—  $30,322  
Total cash equivalents30,320   —  30,322  
Marketable securities
U.S. government agency securities140,745  10  (73) 140,682  
Corporate bonds4,017  —  (14) 4,003  
Total marketable securities144,762  10  (87) 144,685  
Total available-for-sale securities$175,082  $12  $(87) $175,007  

The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2020:​
Due one year or lessDue after one year through four years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
U.S. government agency securities$55,299  $55,331  $—  $—  
Corporate bonds39,443  39,396  —  —  
Commercial paper19,955  19,950  —  —  
Asset backed securities8,695  8,693  —  —  
Total cash equivalents123,392  123,370  —  —  
Marketable securities
U.S. government agency securities175,419  175,992  27,209  27,258  
Corporate bonds129,321  128,624  130,897  129,497  
Certificates of deposit20,000  19,973  11,653  11,546  
Commercial paper7,964  7,952  —  —  
Asset backed securities6,940  6,947  21,329  21,248  
Total marketable securities339,644  339,488  191,088  189,549  
Total$463,036  $462,858  $191,088  $189,549  
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less than one yearOne year or greaterTotal
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Cash equivalents
Corporate bonds$36,944  $(48) $—  $—  $36,944  $(48) 
Commercial paper9,971  (8) —  —  9,971  (8) 
Asset backed securities8,693  (2) —  —  8,693  (2) 
Total cash equivalents55,608  (58) —  —  55,608  (58) 
Marketable securities
Corporate bonds245,886  (2,168) —  —  245,886  (2,168) 
Certificates of deposit31,519  (134) —  —  31,519  (134) 
Asset backed securities12,208  (102) —  —  12,208  (102) 
Commercial paper7,952  (12) —  —  7,952  (12) 
Total marketable securities297,565  (2,416) —  —  297,565  (2,416) 
Total available-for-sale securities$353,173  $(2,474) $—  $—  $353,173  $(2,474) 
The Company evaluates investments, including investments in privately-held companies, that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of March 31, 2020 and December 31, 2019 because the change in market value for those securities in an unrealized loss position has resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. The Company recorded a realized loss of $0.1 million for the three months ended March 31, 2020, and a gain of $0.1 million, net of insignificant realized losses, for the three months ended March 31, 2019, which are included in investment income, net in the Company’s condensed consolidated statements of operations. The Company recorded a loss of $0.7 million from its equity securities for the three months ended March 31, 2020, which is included in investment income, net in the Company’s condensed consolidated statements of operations, as compared to no gain or loss for the three months ended March 31, 2019.
v3.20.1
PROPERTY, PLANT, AND EQUIPMENT
3 Months Ended
Mar. 31, 2020
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT, AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT
The estimated useful lives of property, plant and equipment are as follows:
(In thousands)Estimated
Useful Life
March 31,
2020
December 31,
2019
Property, plant and equipment
Landn/a$4,466  $4,466  
Leasehold and building improvements(1)109,737  80,352  
Land improvements15 years1,766  1,766  
Buildings30 years165,509  112,815  
Computer equipment and computer software3 years68,830  65,323  
Laboratory equipment
3 - 10 years
120,362  104,008  
Furniture and fixtures
3 - 10 years
20,886  14,539  
Assets under constructionn/a67,305  149,687  
Property, plant and equipment, at cost558,861  532,956  
Accumulated depreciation(93,385) (77,631) 
Property, plant and equipment, net$465,476  $455,325  
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
Depreciation expense for the three months ended March 31, 2020 and 2019 was $15.8 million and $6.3 million, respectively.
At March 31, 2020, the Company had $67.3 million of assets under construction which consisted of $17.0 million in laboratory equipment under construction, $44.3 million of building and leasehold improvements, $5.7 million in capitalized costs related to software projects, and $0.3 million related to furniture and fixtures. Depreciation will begin on these assets once they are placed into service. The Company expects to incur an additional $4.8 million to complete the laboratory equipment, $7.3 million to complete the building projects and leasehold improvements, $5.2 million to complete the software projects, and minimal costs to complete the furniture and fixtures. These projects are expected to be completed throughout 2020 and 2021.
v3.20.1
INTANGIBLE ASSETS AND GOODWILL
3 Months Ended
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2020:​
(In thousands)Weighted Average
Remaining
Life (Years)
CostAccumulated AmortizationNet Balance at March 31, 2020
Finite-lived intangible assets
Trade name15.7$100,700  $(2,535) $98,165  
Customer relationships13.62,700  (269) 2,431  
Patents8.622,689  (6,539) 16,150  
Acquired developed technology9.7814,171  (32,510) 781,661  
Supply agreements7.330,000  (1,560) 28,440  
Internally developed technology2.41,508  (449) 1,059  
Total finite-lived intangible assets971,768  (43,862) 927,906  
In-process research and developmentn/a200,000  —  200,000  
Internally developed technology in processn/a355  —  355  
Total intangible assets$1,172,123  $(43,862) $1,128,261  
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2019:​
(In thousands)Weighted Average
Remaining
Life (Years)
CostAccumulated AmortizationNet Balance at December 31, 2019
Finite-lived intangible assets
Trade name15.9$100,700  $(961) $99,739  
Customer relationships13.62,700  (224) 2,476  
Patents8.822,690  (5,974) 16,716  
Acquired developed technology9.9806,371  (12,345) 794,026  
Supply agreements7.530,000  (571) 29,429  
Internally developed technology2.51,229  (336) 893  
Total finite-lived intangible assets963,690  (20,411) 943,279  
In-process research and developmentn/a200,000  —  200,000  
Internally developed technology in processn/a271  —  271  
Total intangible assets$1,163,961  $(20,411) $1,143,550  
As of March 31, 2020, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:​
(In thousands)
2020$70,667  
202194,121  
202293,915  
202393,692  
202493,345  
Thereafter482,166  
$927,906  
The Company’s acquired intangible assets are being amortized on a straight-line basis over the estimated useful life. The amortization expense recorded from these intangible assets is reported in amortization of acquired intangible assets on the condensed consolidated statements of operations.
Goodwill
In March 2020, the Company recognized goodwill of $29.7 million from the acquisition of Paradigm Diagnostics, Inc. (“Paradigm”) and Viomics, Inc. (“Viomics”). Refer to the Company’s 2019 10-K for further discussion on goodwill recorded.
The Company evaluates goodwill for possible impairment in accordance with ASC 350 on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value. Due to the impact of COVID-19 on the Company’s operations, the Company performed a qualitative assessment of goodwill to determine if an event indicating impairment was present. No such indicators were identified as of March 31, 2020. There were no impairment losses for the periods ended March 31, 2020 and December 31, 2019. During the three months ended March 31, 2020, the Company recognized a measurement period adjustment to goodwill of $4.3 million related to an increase in Genomic Health’s pre-acquisition deferred tax liability due to finalization of certain income-tax related items.
The change in the carrying amount of goodwill for the periods ended March 31, 2020 and December 31, 2019 is as follows:
(In thousands)
Balance, January 1, 2019$17,279  
Genomic Health acquisition1,185,918  
Balance, December 31, 20191,203,197  
Paradigm & Viomics acquisition29,695  
Genomic Health acquisition adjustment4,269  
Balance, March 31, 2020$1,237,161  
v3.20.1
FAIR VALUE MEASUREMENTS
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The three levels of the fair value hierarchy established are as follows:
Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
The following table presents the Company’s fair value measurements as of March 31, 2020 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.
(In thousands)Fair Value at March 31,
2020
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market$577,684  $577,684  $—  $—  
U.S. government agency securities55,331  —  55,331  —  
Corporate bonds39,396  —  39,396  —  
Commercial paper19,950  —  19,950  —  
Asset backed securities8,693  —  8,693  —  
Restricted cash280  280  —  —  
Marketable securities
Corporate bonds258,121  —  258,121  —  
U.S. government agency securities203,250  —  203,250  —  
Certificates of deposit31,519  —  31,519  —  
Asset backed securities28,195  —  28,195  —  
Commercial paper7,952  —  7,952  —  
Equity Securities1,025  1,025  —  —  
Liabilities
Contingent consideration(2,739) —  —  (2,739) 
Total$1,228,657  $578,989  $652,407  $(2,739) 
The following table presents the Company’s fair value measurements as of December 31, 2019 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.​
(In thousands)Fair Value at December 31,
2019
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
Cash and money market$146,932  $146,932  $—  $—  
U.S. government agency securities30,322  —  30,322  —  
Restricted cash274  274  —  —  
Marketable securities
U.S. government agency securities140,682  —  140,682  —  
Corporate bonds4,003  —  4,003  —  
Equity securities1,716  1,716  —  —  
Liabilities
Contingent consideration(2,879) —  —  (2,879) 
Total$321,050  $148,922  $175,007  $(2,879) 
There have been no changes in valuation techniques or transfers between fair value measurement levels during the periods ended March 31, 2020 and December 31, 2019. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors. The Company’s marketable equity security investment in Biocartis is classified as a Level 1 instrument. See Note 7 for additional information on Biocartis. ​
Contingent Consideration
In connection with the Biomatrica Acquisition, a contingent earn-out liability was created to account for an additional $20.0 million in contingent consideration that could be earned based upon certain revenue milestones being met. The following table provides a roll-forward of the fair values of the contingent consideration, which includes Level 3 measurements:
(In thousands)Contingent consideration
Balance, January 1, 2020$(2,879) 
Changes in fair value—  
Gains (losses) recognized in earnings—  
Payments140  
Balance, March 31, 2020$(2,739) 
As of March 31, 2020, the fair value of the contingent earn-out liability is classified as a component of other long-term liabilities in the Company’s condensed consolidated balance sheet.
This fair value measurement of contingent consideration related to the Biomatrica acquisition was categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market. The Company evaluates the fair value of expected contingent consideration and the corresponding liability each annual reporting period using the Monte Carlo Method, which is consistent with the initial measurement of the expected Biomatrica Acquisition earn-out liability. The Company estimates projections during the earn-out period utilizing various potential pay-out scenarios. Probabilities were applied to each potential scenario and the resulting values were discounted using a rate that considers weighted average cost of capital as well as a specific risk premium associated with the riskiness of the earn-out itself, the related projections, and the overall business.
Non-Marketable Equity Investment
The Company has non-marketable equity investments which are initially recorded at the estimated fair value based on observable transactions. The Company remeasures the fair value only when an observable transaction occurs during the period that would suggest a change in the carrying value of the investment. As of March 31, 2020, the Company had non-marketable equity investments of $11.8 million which are classified as a component of other long-term assets in the Company’s condensed consolidated balance sheet. The Company’s preferred stock investment in Epic Sciences represents $10.8 million of the total non-marketable equity investments. There have been no observable transactions during the three months ended March 31, 2020. See Note 7 for additional information regarding the terms of the investment in Epic Sciences.
Fair Value of Long-Term Debt and Convertible Notes​
The Company measures the fair value of its convertible notes and long-term debt for disclosure purposes. The following table summarizes the Company’s outstanding convertible notes and long-term debt:​
March 31, 2020December 31, 2019
(In thousands)Carrying Amount (1)Fair ValueCarrying Amount (1)Fair Value
2028 Convertible notes (2)$777,234  $910,317  $—  $—  
2027 Convertible notes (2)491,239  635,532  483,909  843,741  
2025 Convertible notes (2)245,833  341,041  319,696  592,482  
Construction loan (3)24,565  24,565  24,866  24,866  
______________
(1)The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 12 and Note 15 of the condensed consolidated financial statements for further information).​
(2)The fair values are based on observable market prices for this debt, which is traded in active markets and therefore is classified as a Level 2 fair value measurement. A portion of the 2025 convertible notes were settled in 2020 resulting in a decrease in the liability.​
(3)The carrying amount of the construction loan approximates fair value due to the short-term nature of this instrument. The construction loan is privately held with no public market for this debt and therefore is classified as a Level 3 fair value measurement. The change in the fair value was due to payments made on the loan resulting in a decrease in the liability.
v3.20.1
LICENSE AND COLLABORATION AGREEMENTS
3 Months Ended
Mar. 31, 2020
LICENSE AGREEMENTS [Abstract]  
LICENSE AND COLLABORATION AGREEMENTS LICENSE AND COLLABORATION AGREEMENTS
The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay royalties based on net revenues received using the technologies and may require minimum royalty amounts or maintenance fees.
Mayo
In June 2009 the Company entered into a license agreement with Mayo Foundation for Medical Education and Research (“Mayo”). The Company’s license agreement with Mayo most recently amended in January 2019. Under the license agreement, Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition.
The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property.
Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement.
The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2037 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement.
In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In connection with this collaboration, the Company incurred charges of $1.0 million and $1.1 million for the three months ended March 31, 2020 and 2019, respectively, which is recorded in research and development expenses in the Company’s condensed consolidated statements of operations. Certain of Mayo’s obligations to provide development assistance expired in January 2020. The Company and Mayo are in discussions to amend the license agreement to extend that date.
Epic Sciences
In June 2016, Genomic Health (now a wholly-owned subsidiary of the Company) entered into a collaboration agreement with Epic Sciences, which was superseded and replaced in March 2019 by a license agreement and laboratory services agreement with Epic Sciences, under which Genomic Health was granted exclusive distribution rights to commercialize Epic Sciences’ AR-V7 Nucleus Detect test in the United States, which is marketed as Oncotype DX AR-V7 Nucleus Detect. The Company has primary responsibility, in accordance with applicable laws and regulations, for marketing and promoting the test, order fulfillment, billing and collections of receivables, claims appeals, customer support, and providing and maintaining order management systems for the test. Epic Sciences is responsible for performing all tests, performing studies including analytic and clinical validation studies, and seeking Medicare coverage and a Medicare payment rate from the CMS for the test. The license and laboratory
service agreement has a term of ten years from June 2016, unless terminated earlier under certain circumstances. The Oncotype DX AR-V7 Nucleus Detect test became commercially available in February 2018. The Company recognizes revenues for the test performed under this arrangement and Epic Sciences receives a fee per test performed that represents the fair market value for the testing services they perform.
As of March 31, 2020 and December 31, 2019, the Company owns 18,258,838 shares of preferred stock of Epic Sciences recorded at a fair value of $10.8 million which is included in other-long term assets on the Company’s condensed consolidated balance sheets. The Company has concluded it is not the primary beneficiary and thus has not consolidated the investee pursuant to the requirements of ASC 810, Consolidation. The Company will continue to assess its investment and future commitments to the investee and to the extent its relationship with the investee changes, may be required to consolidate the investee in future periods. The Company determined that the investment is an equity investment for which the Company does not have the ability to exercise significant influence. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense) in the condensed consolidated statements of operations.
Biocartis N.V.
In September 2017, Genomic Health entered into an exclusive license and development agreement with Biocartis, a molecular diagnostics company based in Belgium, to develop and commercialize an in vitro diagnostic (“IVD”) version of the Oncotype DX Breast Recurrence Score test on the Biocartis Idylla platform. Under the terms of the license and development agreement, the Company has an exclusive, worldwide, royalty-bearing license to develop and commercialize an IVD version of the Oncotype DX Breast Recurrence Score test on the Biocartis Idylla platform, and an option to expand the collaboration to include additional tests in oncology and urology. The Company has primary responsibility for developing, validating and obtaining regulatory authorizations and registrations for IVD Oncotype DX tests to be performed on the Idylla platform. The Company is also responsible for manufacturing and commercialization activities with respect to such tests.
Pursuant to the license and development agreement, Genomic Health recorded a one-time upfront license and option fee of €2.8 million, or $3.2 million. In December 2017, Genomic Health purchased 270,000 ordinary shares of Biocartis, a public company listed on the Euronext exchange, at the market price of €12.50 for a total cost of €3.4 million or $4.0 million. This investment was subject to a lock-up agreement that expired in December 2018. The investment has been recognized at fair value, which the Company estimated to be $1.0 million and $1.7 million as of March 31, 2020 and December 31, 2019, respectively, and is included in marketable securities on the Company's condensed consolidated balance sheet.
Under a November 2018 addendum to the license and development agreement, the Company exercised its option to expand the collaboration to include tests in urology and obtained a right of first refusal to add a test for the non-invasive detection of prostate cancer in a pre-biopsy setting.
Additional terms of the license and development agreement and the addendum include the Company’s obligation to pay Biocartis an aggregate of €2.5 million in cash upon achievement of certain milestones and €2.0 million for the expansion of the collaboration to include additional tests in oncology. In addition, the Company will pay royalties based primarily on the future sales volumes of the Company’s tests performed on the Idylla platform.
v3.20.1
PFIZER PROMOTION AGREEMENT
3 Months Ended
Mar. 31, 2020
PFIZER PROMOTION AGREEMENT  
PFIZER PROMOTION AGREEMENT PFIZER PROMOTION AGREEMENTIn August 2018, the Company entered into a Promotion Agreement (“Promotion Agreement”) with Pfizer Inc. (“Pfizer”). Under the terms of the Promotion Agreement, Pfizer promotes Cologuard and provides certain sales, marketing, analytical and other commercial operations support. The Company agreed to pay Pfizer for promotion, sales and marketing costs incurred on behalf of the Company. The Company incurred charges of $19.5 million and $17.6 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the three months ended March 31, 2020 and 2019, respectively. These costs are recorded in sales and marketing in the Company’s condensed consolidated statements of operations. The Company also agreed to pay Pfizer a service fee based on incremental gross profits over specified baselines during the term of the Promotion Agreement and royalties for Cologuard related revenues for a specified period after the expiration or termination of the Promotion Agreement. The initial term of the Promotion Agreement runs through December 31, 2021. The Company incurred charges of $19.4 million and $19.2 million for this service fee during the three months ended March 31, 2020 and 2019, respectively. These costs are recorded in sales and marketing in the Company’s condensed consolidated statements of operations.
v3.20.1
Stockholders' Equity
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholders' Equity STOCKHOLDERS’ EQUITY
Convertible Notes Settlement Stock Issuance
In March 2019, the Company used cash of $494.1 million and an aggregate of 2.2 million shares of the Company’s common stock valued at $182.4 million for total consideration of $676.5 million to settle $493.4 million of the 2025 convertible notes. Refer to Note 15 for further discussion of this settlement transaction.
Genomic Health Combination Stock Issuance
In November 2019, the Company completed the combination with Genomic Health in a cash and stock transaction valued at $2.5 billion. Of the $2.5 billion purchase price, $1.4 billion was settled through the issuance of 17.0 million shares of common stock. The Company incurred $0.4 million in stock issuance costs as part of the transaction. Refer to Note 16 for further discussion of the consideration transferred as part of the combination with Genomic Health.
Paradigm and Viomics Acquisition Stock Issuance
In March 2020, the Company completed the acquisitions of Paradigm and Viomics. The purchase price for these acquisitions consisted of cash and stock valued at $40.5 million. Of the $40.5 million purchase price, $32.2 million is expected to be settled through the issuance of 0.4 million shares of common stock. Of the $32.2 million that will be settled through the issuance of common stock, $28.6 million was issued during the three months ended March 31, 2020 and the remainder was withheld and may become issuable as additional merger consideration on June 3, 2021 subject to the terms and conditions of the acquisition agreements.
Changes in Accumulated Other Comprehensive Income (Loss)
The amount recognized in accumulated other comprehensive income (loss) (“AOCI”) for the three months ended March 31, 2020 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments
Unrealized
Gain (Loss)
on Marketable
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2019$(25) $(75) $(100) 
Other comprehensive income (loss) before reclassifications—  (1,642) (1,642) 
Amounts reclassified from accumulated other comprehensive loss25  —  25  
Net current period change in accumulated other comprehensive loss25  (1,642) (1,617) 
Balance at March 31, 2020$—  $(1,717) $(1,717) 
The amounts recognized in AOCI for the three months ended March 31, 2019 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments
Unrealized
Gain (Loss)
on Marketable
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2018$(25) $(1,397) $(1,422) 
Other comprehensive loss before reclassifications—  2,051  2,051  
Amounts reclassified from accumulated other comprehensive loss—  125  125  
Net current period change in accumulated other comprehensive loss, before tax—  2,176  2,176  
Income tax expense related to items of other comprehensive income—  (520) (520) 
Balance at March 31, 2019$(25) $259  $234  
Amounts reclassified from AOCI for the three months ended March 31, 2020 and 2019 were as follows:
Affected Line Item in the
Statements of Operations
Three Months Ended March 31,
Details about AOCI Components (In thousands)20202019
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investmentsInvestment income, net$—  $125  
Foreign currency adjustmentGeneral and administrative25  —  
Total reclassifications$25  $125  
v3.20.1
STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock-Based Compensation Plans
The Company maintains the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, the 2010 Employee Stock Purchase Plan, the 2016 Inducement Award Plan and the 2000 Stock Option and Incentive Plan (collectively, the “Stock Plans”).
Stock-Based Compensation Expense
The Company recorded approximately $29.6 million and $16.2 million in stock-based compensation expense during the three months ended March 31, 2020 and 2019, respectively, in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), stock purchase rights granted under the Company’s employee stock purchase plan and stock options granted to employees, non-employee consultants and non-employee directors.
In February 2019, the Company issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the goals and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance targets and operational milestones are not achieved, the award would not vest, so no compensation cost would be recognized and any previously recognized stock-based compensation expense would be reversed.
In connection with the combination with Genomic Health, the Company accelerated the vesting of shares of previously unvested stock options and restricted stock units for employees with qualifying termination events. During the three months ended March 31, 2020, the Company accelerated 34,348 shares of previously unvested stock options and 18,289 shares of previously unvested restricted stock units, and recognized the additional non-cash stock-based compensation expense of $2.9 million for the accelerated awards.
Determining Fair Value
Valuation and Recognition – The fair value of each service-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of service-based awards for each restricted stock unit award is determined on the date of grant using the closing stock price on that day. The estimated fair value of these awards is recognized to expense using the straight-line method over the vesting period. For awards that vest when a performance condition is achieved, the Company performs an evaluation of internal and external factors to determine the number of shares that are most likely to vest based on the probability of what performance conditions will be met. The Black-Scholes pricing model utilizes the following assumptions:
Expected Term – Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants. Expected life of a market measure-based award is based on the applicable performance period.
Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards.
Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term.
Forfeitures - The Company recognizes forfeitures as they occur.
The fair value of each option is based on the assumptions in the following table:
Three Months Ended March 31,
20202019
Option Plan Shares
Risk-free interest rates
1.26% - 1.47%
2.54% - 2.59%
Expected term (in years)6.156.28
Expected volatility
65.67% - 65.71%
64.95% - 64.99%
Dividend yield—%—%
Weighted average fair value per share of options granted during the period$58.86$57.11
Stock Option, Restricted Stock, and Restricted Stock Unit Activity
A summary of stock option activity under the Stock Plans during the three months ended March 31, 2020 is as follows:
OptionsSharesWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term(Years)
Aggregate
Intrinsic
Value(1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20202,700,293  $34.01  2.9
Granted309,143  97.66  
Exercised(160,286) 26.82  
Forfeited(8,558) 71.52  
Outstanding, March 31, 20202,840,592  $41.23  6.5$74,394  
Exercisable, March 31, 20201,881,310  $27.95  5.5$63,816  
______________
(1)The total intrinsic value of options exercised during the three months ended March 31, 2020 and 2019 was $10.2 million and $16.1 million, respectively, determined as of the date of exercise.
A summary of restricted stock and restricted stock unit activity under the Stock Plans during the three months ended March 31, 2020 is as follows:
Restricted
Shares and RSUs
Weighted
Average Grant
Date Fair Value
Outstanding, January 1, 20204,384,005  $63.30  
Granted1,701,650  93.26  
Released(1,193,845) 45.76  
Forfeited(68,540) 74.29  
Outstanding, March 31, 20204,823,270  $78.06  
As of March 31, 2020, there was $339.0 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 3.1 years.
v3.20.1
NEW MARKET TAX CREDIT
3 Months Ended
Mar. 31, 2020
NEW MARKET TAX CREDIT  
NEW MARKET TAX CREDIT
(11) NEW MARKET TAX CREDIT
During the fourth quarter of 2014, the Company received approximately $2.4 million in net proceeds from financing agreements related to working capital and capital improvements at one of its Madison, Wisconsin facilities. This financing arrangement was structured with an unrelated third-party financial institution (the “Investor”), an investment fund, and its majority owned community development entity in connection with the Company’s participation in transactions qualified under the federal New Markets Tax Credit (“NMTC”) program, pursuant to Section 45D of the Internal Revenue Code of 1986, as amended. The Company is required to be in compliance through December 2021 with various regulations and contractual provisions that apply to the NMTC arrangement. Noncompliance with applicable requirements could result in the Investor’s projected tax benefits not being realized and, therefore, require the Company to indemnify the Investor for any loss or recapture of NMTC related to the financing until such time as the recapture provisions have expired under the applicable statute of limitations. The Company does not anticipate any credit recapture will be required in connection with this financing arrangement.
The Investor and its majority owned community development entity are considered Variable Interest Entities (“VIEs”) and the Company is the primary beneficiary of the VIEs. This conclusion was reached based on the following:
the ongoing activities of the VIEs — collecting and remitting interest and fees and NMTC compliance — were all considered in the initial design and are not expected to significantly affect performance throughout the life of the VIE;
contractual arrangements obligate the Company to comply with NMTC rules and regulations and provide various other guarantees to the Investor and community development entity;
the Investor lacks a material interest in the underlying economics of the project; and
the Company is obligated to absorb losses of the VIEs.
Because the Company is the primary beneficiary of the VIEs, they have been included in the consolidated financial statements. There are no other assets, liabilities or transactions in these VIEs outside of the financing transactions executed as part of the NMTC arrangement.
v3.20.1
DEBT
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
LONG-TERM DEBT
(12) DEBT
Construction Loan Agreement
During December 2017, the Company entered into a loan agreement with Fifth Third Bank (formerly MB Financial Bank, N.A.) (the “Construction Loan Agreement”), which provides the Company with a non-revolving construction loan (the “Construction Loan”) of $25.6 million. The Company is using the Construction Loan proceeds to finance the construction of an additional clinical laboratory and related facilities in Madison, Wisconsin. The Construction Loan is collateralized by the additional clinical laboratory and related facilities.
Pursuant to the Construction Loan Agreement, funds drawn will bear interest at a rate equal to the sum of the 1-month LIBOR rate plus 2.25 percent. Regular monthly payments are interest-only for the first 24 months, with further payments based on a 20-year amortization schedule. Amounts borrowed pursuant to the Construction Loan Agreement may be prepaid at any time without penalty. The maturity date of the Construction Loan Agreement is December 10, 2022.
In November 2017, Fifth Third Bank, on behalf of the Company, issued an Irrevocable Standby Letter of Credit in the amount of $0.6 million in favor of the City of Madison, Wisconsin (the “City Letter of Credit”). The City Letter of Credit is deemed to have been issued pursuant to the Construction Loan Agreement. The amount of the City Letter of Credit will reduce, dollar for dollar, the amount available for borrowing under the Construction Loan Agreement.
As a condition to Fifth Third’s initial advance of loan proceeds under the Construction Loan Agreement, the Company was required to first invest at least $16.4 million of its own cash into the construction project. The Company fulfilled its required initial investment and made its first draw on the Construction Loan in June 2018. Starting in December 2019, the Company began making monthly payments towards the outstanding principal balance plus accrued interest. As of March 31, 2020 and December 31, 2019, the outstanding balance was $24.7 million and $25.0 million, respectively, including $0.7 million of interest incurred, which is accrued for as an interest reserve and represents a portion of the loan balance. The Company capitalized the $0.7 million of interest to the construction project. The Company incurred approximately $0.2 million of debt issuance costs related to the Construction Loan, which are recorded as a direct deduction from the liability. The debt issuance costs are being amortized over the life of the Construction Loan.
The Company has agreed in the Construction Loan Agreement to various financial covenants including minimum liquidity and minimum tangible net worth. As of March 31, 2020, the Company was not in compliance with the minimum tangible net worth financial covenant. Fifth Third Bank waived the default for the period ending March 31, 2020. The loan balance is included in debt, current portion in the Company’s condensed consolidated balance sheets as of March 31, 2020.
Tax Increment Financing Loan Agreements
The Company entered into two separate Tax Increment Financing Loan Agreements (“TIFs”) in February 2019 and June 2019 with the City of Madison, Wisconsin. The TIFs provide for $4.6 million of financing in the aggregate. In return for the loans, the Company is obligated to create and maintain 500 full-time jobs over a five-year period, starting on the date of occupancy of the buildings constructed. In the event that the job creation goals are not met, the Company would be required to pay a penalty.
The Company records the earned financial incentives as the full-time equivalent positions are filled. The amount earned is recorded as a liability and amortized as a reduction of operating expenses over a two-year period, which is the timeframe when the TIFs will be repaid through property taxes.
By the end of 2019, the Company had earned and received payment of $4.6 million from the City of Madison. As of March 31, 2020 and December 31, 2019, the Company has recorded a liability of $ $2.1 million and $2.7 million, respectively, in other current liabilities on the Company’s condensed consolidated balance sheet, reflecting when the expected benefit of the financial benefits amortization will reduce future operating expenses.
v3.20.1
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
(13) COMMITMENTS AND CONTINGENCIES
Leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its operating leases are as follows:
Three Months Ended March 31,
(In thousands)20202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5,619  $1,098  
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)$1,254  $18,653  
______________
(1)For the three months ended March 31, 2019, this includes right-of-use assets obtained from the initial adoption of ASC 842 of approximately $17.9 million.
As of March 31, 2020 and December 31, 2019, the Company’s right-of-use assets are $124.4 million and $126.4 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of March 31, 2020, the Company has outstanding lease obligations of $127.0 million, of which $8.7 million is reported in operating lease liabilities, current portion and $118.3 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2019, the Company had outstanding lease obligations of $126.6 million, of which $7.9 million is reported in operating lease liabilities, current portion and $118.7 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the U.S. Treasury rate and an indicative Moody’s rating for operating leases. The Company’s weighted average discount rate and weighted average lease term remaining on lease liabilities is approximately 6.78% and 9.50 years, respectively.
The Company executed a lease agreement for a new facility in Redwood City, California in 2019 that will commence in June 2020. Upon commencement, the Company anticipates recognizing $11.3 million of operating lease right-of-use assets and $11.3 million of operating lease liabilities in the condensed consolidated balance sheets, respectively.
Legal Matters
The United States Department of Justice (“DOJ”) is investigating Genomic Health's compliance with the Medicare Date of Service billing regulation. In March 2017, Genomic Health received a civil investigative demand (“CID”) from the U.S. Attorney's Office for the Eastern District of New York in connection with this matter and has produced specific documents in response to the CID. In July 2019 and January 2020, Genomic Health received additional subpoenas from the DOJ related to this inquiry and the Company is cooperating with those requests. An adverse outcome could include the Company being required to pay treble damages, incur civil and criminal penalties, paying attorneys' fees, entering into a corporate integrity agreement, being excluded from participation in government healthcare programs, including Medicare and Medicaid, and other adverse actions that could materially and adversely affect the Company's business, financial condition and results of operation..
The DOJ's investigation is still in process and the scope and outcome of the investigation is not determinable at this time. See Note 16 for additional information on the Company's fair value determination of this pre-acquisition loss contingency. There can be no assurance that any settlement, resolution, or other outcome of this matter during any subsequent reporting period will not have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial position.​
v3.20.1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
3 Months Ended
Mar. 31, 2020
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS  
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
(14) WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
During the first quarter of 2015, the Company entered into an agreement with the Wisconsin Economic Development Corporation (“WEDC”) to earn $9.0 million in refundable tax credits if the Company expends $26.3 million in capital investments and establishes and maintains 758 full-time positions over a seven-year period. The tax credits earned are first applied against the tax liability otherwise due, and if there is no such liability present, the claim for tax credits will be reimbursed in cash to the Company. The maximum amount of the refundable tax credit to be earned for each year is fixed, and the Company earns the credits by meeting certain capital investment and job creation thresholds over the seven-year period. Should the Company earn and receive the job creation tax credits but not maintain those full-time positions through the end of the agreement, the Company may be required to pay those credits back to the WEDC.
The Company records the earned tax credits as job creation and capital investments occur. The amount of tax credits earned is recorded as a liability and amortized as a reduction of operating expenses over the expected period of benefit. The tax credits earned from capital investment are recognized as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation are recognized as an offset to operational expenses over the life of the agreement, as the Company is required to maintain the minimum level of full-time positions through the seven-year period.​
As of March 31, 2020, the Company has earned $9.0 million of tax credits and has received payment of $5.9 million from the WEDC. The unpaid portion is $3.1 million, of which $1.6 million is reported in prepaid expenses and other current assets and $1.5 million is reported in other long-term assets, reflecting when collection of the refundable tax credits is expected to occur. As of March 31, 2020, the Company also has recorded a $1.6 million liability in other current liabilities, which reflects when the expected benefit of the tax credit amortization will reduce future operating expenses.​
During the three months ended March 31, 2020 and 2019, the Company amortized $0.6 million and $0.6 million, respectively, of the tax credits earned as a reduction of operating expenses.
v3.20.1
CONVERTIBLE NOTES
3 Months Ended
Mar. 31, 2020
CONVERTIBLE NOTES.  
CONVERTIBLE NOTES
(15) CONVERTIBLE NOTES
Convertible note obligations included in the condensed consolidated balance sheets consisted of the following:
(In thousands)Coupon Interest RateEffective Interest
Rate
Fair Value of Liability Component at
Issuance (1)
March 31, 2020December 31, 2019
2028 Convertible notes0.375%5.2%$790,608  $1,150,000  $—  
2027 Convertible notes0.375%6.3%472,501  747,500  747,500  
2025 Convertible notes1.000%6.0%227,103  315,049  415,049  
Total Convertible notes2,212,549  1,162,549  
Less: Debt discount (2)(667,228) (342,463) 
Less: Debt issuance costs (3)(31,015) (16,481) 
Net convertible debt$1,514,306  $803,605  
______________
(1)As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were separated into a liability component and an equity component. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. A portion of the 2025 Convertible Notes have been extinguished or converted. The fair value of the liability component at issuance reflected above represents the liability value at issuance for the applicable portion of the 2025 Notes which remain outstanding at March 31, 2020 and December 31, 2019. The fair value of the liability component of the 2025 Notes at issuance was $654.8 million with the equity component being $269.7 million.
(2)The unamortized discount consists of the following:​
(In thousands)March 31, 2020December 31, 2019
2028 Convertible notes$356,145  $—  
2027 Convertible notes246,362  253,340  
2025 Convertible notes64,721  89,123  
Total unamortized discount$667,228  $342,463  
(3)Debt issuance costs consists of the following:​
(In thousands)March 31, 2020December 31, 2019
2028 Convertible notes$16,621  $—  
2027 Convertible notes9,899  10,251  
2025 Convertible notes4,495  6,230  
Total debt issuance costs$31,015  $16,481  
Issuances and Settlements​
In January 2018, the Company issued and sold $690.0 million in aggregate principal amount of 1.0% Convertible Notes (the “January 2025 Notes”) with a maturity date of January 15, 2025. The January 2025 Notes accrue interest at a fixed rate of 1.0% per year, payable semi-annually in arrears on January 15 and July 15 of each year, beginning on July 15, 2018. The net proceeds from the issuance of the January 2025 Notes were approximately $671.1 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company.​
In June 2018, the Company issued and sold an additional $218.5 million in aggregate principal amount of 1.0% Convertible Notes (the “June 2025 Notes”). The June 2025 Notes were issued under the same indenture pursuant to which the Company previously issued the January 2025 Notes (the “Indenture”). The January 2025 Notes and the June 2025 Notes (collectively, the “2025 Notes”) have identical terms and will be treated as a single series of securities. The net proceeds from the issuance of the June 2025 Notes were approximately $225.3 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company.​
In March 2019, the Company issued and sold $747.5 million in aggregate principal amount of 0.375% Convertible Notes (the “2027 Notes”) with a maturity date of March 15, 2027. The 2027 Notes accrue interest at a fixed rate of 0.375% per year, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2019. The net proceeds from the issuance of the 2027 Notes were approximately $729.5 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company.​
The Company utilized a portion of the proceeds from the issuance of the 2027 Notes to settle a portion of the 2025 Notes in privately negotiated transactions. In March 2019, the Company used cash of $494.1 million and an aggregate of 2.2 million shares of the Company’s common stock valued at $182.4 million for total consideration of $676.5 million to settle $493.4 million of the 2025 Notes, of which $375.0 million was allocated to the liability component, $300.8 million was allocated to the equity component, and $0.7 million was used to pay off interest accrued on the 2025 Notes. The consideration transferred was allocated to the liability and equity components of the 2025 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $10.6 million, which is recorded in interest expense in the Company’s condensed consolidated statement of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of repurchase.
In February 2020, the Company issued and sold $1,150.0 million in aggregate principal amount of 0.375% Convertible Notes (the “2028 Notes” and, collectively with the 2025 Notes and the 2027 Notes, the “Notes”) with a maturity date of March 1, 2028. The 2028 Notes accrue interest at a fixed rate of 0.375% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2020. The net proceeds from the issuance of the 2028 Notes were approximately $1,125.6 million, after deducting underwriting discounts and commissions and the offering expenses payable by the Company.​
In February 2020, the Company used $150.1 million of the proceeds from the issuance of the 2028 Notes to settle $100.0 million of the 2025 Notes, of which $85.5 million was allocated to the liability component, $64.2 million, net of a tax impact of $0.3 million, was allocated to the equity component, and $0.1 million was used to pay off interest accrued on the 2025 Notes. The consideration transferred was allocated to the liability and equity components of the 2025 Notes using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt instrument immediately prior to settlement. The transaction resulted in a loss on settlement of convertible notes of $8.0 million, which is recorded in interest expense in the Company’s condensed consolidated statement of operations. The loss represents the difference between (i) the fair value of the liability component and (ii) the sum of the carrying value of the debt component and any unamortized debt issuance costs at the time of repurchase.​
Summary of Conversion Features​
Until the six-months immediately preceding the maturity date of the applicable series of Notes, each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert such Notes at any time.
It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, and 8.21 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, and 2028 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, and $121.84 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, and 2028 Notes, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indenture), will, under certain circumstances, be entitled to an increase in the conversion rate.​
If the Company undergoes a “fundamental change” (as defined in the Indenture), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.​
Based on the closing price of our common stock of $58.00 on March 31, 2020, the if-converted values on our Notes do not exceed the principal amount.​
Ranking of Convertible Notes
The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (ii) are effectively junior to all of our existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iii) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.​
While the Notes are currently classified on the Company’s condensed consolidated balance sheets at March 31, 2020 as long-term, the future convertibility and resulting balance sheet classification of this liability will be monitored at each quarterly reporting date and will be analyzed dependent upon market prices of the Company’s common stock during the prescribed measurement periods. In the event that the holders of the Notes have the election to convert the Notes at any time during the prescribed measurement period, the Notes would then be considered a current obligation and classified as such.​
The Company allocates total transaction costs of the Notes to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity component are netted with the equity component in stockholders’ equity. The following table summarizes the original transaction costs at the time of issuance for each set of Notes and the respective allocation to the liability and equity components:
(In thousands)January 2025 NotesJune 2025 Notes2027 Notes2028 Notes
Transaction costs allocated to:
Liability component$13,569  $5,052  $11,395  $16,811  
Equity component5,340  2,311  6,632  7,642  
Total transaction costs$18,909  $7,363  $18,027  $24,453  
The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness or the issuance or repurchase of securities by the Company.​
Interest expense includes the following:​
Three Months Ended March 31,
(In thousands)20202019
Debt issuance costs amortization$822  $685  
Debt discount amortization13,731  8,394  
Loss on settlement of convertible notes7,954  10,558  
Coupon interest expense1,932  2,108  
Total interest expense on convertible notes24,439  21,745  
Other interest expense714  245  
Total interest expense$25,153  $21,990  
The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 7.92 years, 6.96 years, and 4.80 years for the 2028 Notes, 2027 Notes, and 2025 Notes, respectively.
v3.20.1
BUSINESS COMBINATIONS
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
BUSINESS COMBINATIONS BUSINESS COMBINATIONS
Paradigm Diagnostics, Inc. and Viomics, Inc.
On March 3, 2020, the Company acquired all of the outstanding capital stock of Paradigm and Viomics, two related party companies of one another headquartered in Phoenix, Arizona, in transactions that are deemed to be a single business combination in accordance with ASC 805, Business Combinations, (“the Paradigm Acquisition”). Paradigm provides comprehensive genomic-based profiling tests that assist in the diagnosis and therapy recommendations for late-stage cancer. Viomics provides a platform for identification of biomarkers.
The Company entered into this acquisition to enhance its product portfolio in cancer diagnostics and to enhance its capabilities for biomarker identification.
The acquisition date fair value of the consideration to be transferred for Paradigm and Viomics was $40.5 million which consists of $32.2 million payable in shares of the Company’s common stock and $8.3 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.6 million was issued during the three months ended March 31, 2020, and the remaining $3.6 million, which was withheld and may become payable as additional merger consideration, is included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2020. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition as follows:
(In thousands)
Net operating assets$6,133  
Goodwill29,695  
Developed technology7,800  
Net operating liabilities(3,123) 
Total purchase price$40,505  
The fair value of identifiable intangible assets has been determined using the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, weighted average cost of capital and tax rate.
Developed technology represents purchased technology that had reached technological feasibility and for which development had been completed as of the acquisition date. Fair value was determined using future discounted cash flows related to the projected income stream of the developed technology for a discrete projection period. Cash flows were discounted to their present value as of the closing date. Developed technology is amortized on a straight-line basis over its estimated useful life of 15 years.
The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill, which is primarily attributed to the assembled workforce, and expected synergies. The total goodwill related to this acquisition is not deductible for tax purposes.
The Company agreed to issue to the previous investors in Viomics equity interests with an acquisition-date fair value of up to $8.4 million in Viomics, vesting over 4 years based on certain retention arrangements. Payment is contingent upon continued employment with the Company over the four year vesting period and is recognized as stock-based compensation expense in general and administrative expense in the consolidated statement of operations.
The partial year results from the operations of Paradigm and Viomics are included in the Company’s consolidated financial statements and not disclosed separately due to immateriality. Pro forma disclosures have not been included due to immateriality.
Genomic Health, Inc.
On November 8, 2019, the Company acquired all of the outstanding capital stock of Genomic Health. Genomic Health, headquartered in Redwood City, California, provides genomic-based diagnostic tests that address both the overtreatment and optimal treatment of early and late stage cancer.
The Company entered into this combination to create a leading global cancer diagnostics company and provide a robust platform for continued growth. This combination provides the Company with a commercial presence in more than 90 countries in which the combined company expects to continue to increase adoption of current tests, and to bring new innovative cancer tests to patients around the world.
Refer to the Company’s 2019 10-K for detailed disclosures on the combination, including the fair value of the consideration transferred, purchase price allocation, and goodwill and intangible assets identified in the transaction. During the three months ended March 31, 2020, there were no material changes to the purchase price allocation.
v3.20.1
Segment Information
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Information SEGMENT INFORMATIONManagement determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services that focus on the early detection of cancer and analysis of the underlying biology of cancer, allowing healthcare providers and patients to make individualized treatment decisions. Management assessed the discrete financial information routinely reviewed by the Company's Chief Operating Decision Maker, its President and Chief Executive Officer, to monitor the Company's operating performance and support decisions regarding allocation of resources to its operations. Performance is continuously monitored at the consolidated level to timely identify deviations from expected results.
The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.
Three months ended March 31,
(In thousands)20202019
United States$326,885  $162,043  
Outside of United States20,936  —  
Total revenues$347,821  $162,043  
Long-lived assets located in countries outside of the United States are not significant.
v3.20.1
INCOME TAXES
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
INCOME TAXES
(18) INCOME TAXES
The Company recorded an income tax benefit of $1.7 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively, in continuing operations. The Company’s income tax benefit recorded during the three months ended March 31, 2020, is primarily related to future limitations on and expiration of certain Federal and State deferred tax assets. As a result of these limitations, the recording of a valuation allowance resulted in a deferred tax liability of approximately $27.6 million remaining as of March 31, 2020, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company’s income tax benefit recorded during the three months ended March 31, 2019, was primarily related to the intraperiod tax allocation rules that required the Company to allocate the provision for income taxes between continuing operations and other categories of earnings. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized.
The Company had $10.8 million and $10.2 million of unrecognized tax benefits at March 31, 2020 and December 31, 2019, respectively. The Company does not anticipate a material change to its unrecognized tax benefits over the next 12 months that would affect its effective tax rate. Unrecognized tax benefits may change during the next 12 months for items that arise in the ordinary course of business.
Accrued interest and penalties related to unrecognized tax benefits are recognized as part of the Company’s income tax provision in its condensed consolidated statements of operations. The Company is subject to U.S. federal income tax examinations for the tax years 2001 through 2020, state income tax examinations for the tax years 2003 through 2020, and for the years 2014 through 2020 in foreign jurisdictions.
On March 27, 2020 the House passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), also known as the Third COVID-19 Supplemental Relief bill, and the president signed the legislation into law. The Company does not expect the provisions of the legislation to have a significant impact on its effective tax rate or the income tax payable and deferred income tax positions.
v3.20.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events SUBSEQUENT EVENTS
On April 10, 2020, the Company received $23.7 million under the CARES Act, subject to the Company’s agreement to comply with the Department of Health & Human Services’ standard terms and conditions. If the Company accepts the standard terms and conditions the transaction will be recorded during the three months ending June 30, 2020.
The COVID-19 pandemic and related precautionary measures began to materially disrupt the Company’s business in March 2020 and may continue to disrupt the Company’s business for an unknown period of time. As a result, the Company anticipates significant impact to its 2020 operating results, including its revenues and margins, among other measures.
In order to minimize the adverse impacts to the business and operations thus far and anticipated for the remainder of 2020 due to the COVID-19 pandemic, the Company initiated proactive measures to achieve cost savings. Actions taken include the reduction of base pay for the chief executive officer to effectively zero, elimination of the Board of Directors annual cash retainer, reducing base salaries for the executive team, and reducing the quarterly sales commissions. The Company implemented a workforce reduction, involuntary furloughs, work schedule reductions, as well as a voluntary furlough program. Additionally, the Company is reducing its investments in marketing and other promotional activities, pausing certain clinical trial activities, reducing travel and professional services, and delaying or terminating certain capital projects. The Company also expect a reduction in certain volume based cost of goods sold expenses consistent with the reduction in revenue. These actions are expected to contribute to significant cost savings in 2020.
Despite the Company’s efforts, the ultimate impact of COVID-19 depends on factors beyond the Company’s knowledge or control, including the duration and severity of the outbreak as well as third-party actions taken to contain its spread and mitigate its public health effects. As a result, the Company is unable to estimate the extent to which COVID-19 will negatively impact its financial results or liquidity.
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of ConsolidationThe accompanying condensed consolidated financial statements, which include the accounts of Exact Sciences Corporation and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K (the “2019 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed balance sheet at December 31, 2019 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2019 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2019 Form 10-K.
Use of Estimates
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of convertible notes, valuation of intangible assets and goodwill, and accounting for income taxes among others. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report and the 2019 Form 10-K.
Cash and Cash Equivalents Cash and Cash EquivalentsThe Company considers cash on hand, demand deposits in bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents.
Marketable Securities
Marketable Securities
Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company’s debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the condensed consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the straight-line method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in investment income, net.
The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate, in order to support its current operations (including those with a contractual term greater than one year from the date of purchase), are classified as current.
The Company periodically evaluates its available-for-sale debt securities in unrealized loss positions to determine whether any impairment is a result of a credit loss or other factors. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, significance of a security’s loss position, adverse conditions specifically related to the security, and the payment structure of the security.
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts
The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events or other substantive evidence indicate that expected collections will be less than applicable accrual rates. At March 31, 2020 and December 31, 2019 the allowance for doubtful accounts recorded was not material to the Company’s condensed consolidated balance sheets. For the three months ended March 31, 2020 and 2019, there was no bad debt expense written off against the allowance and charged to operating expense.
Inventory
Inventory
Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meet quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate.
Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, have been expensed to research and development in the Company’s condensed consolidated statements of operations.
Inventory consisted of the following:
(In thousands)March 31,
2020
December 31,
2019
Raw materials$27,614  $24,958  
Semi-finished and finished goods41,810  36,766  
Total inventory$69,424  $61,724  
Property, Plant and Equipment
Property, Plant and Equipment
​Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring it to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred.
Software Capitalization Policy
Software Development Costs
Costs related to internal use software, including hosting arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight-line basis over the estimated useful life of the software, or the duration of the hosting agreement.
Investments in Privately Held Companies
Investments in Privately Held Companies
The Company determines whether its investments in privately held companies are debt or equity based on their characteristics, in accordance with the applicable accounting guidance for such investments. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee.
Investments in privately held companies determined to be equity securities are accounted for as non-marketable securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense) in the condensed consolidated statements of operations.
Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held-to-maturity securities, in accordance with the applicable accounting guidance for such investments.​
Derivative Financial Instruments
Derivative Financial Instruments
The Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the condensed consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the condensed consolidated statements of operations. As of March 31, 2020 and December 31, 2019, the Company had open foreign currency forward contracts with notional amounts of $14.3 million and $17.9 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the foreign currency forward contracts was zero at March 31, 2020 and December 31, 2019.
Intangible Assets
Intangible Assets
Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants.
Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. Other than the transactions discussed in Note 5 below, the Company determined that all patent costs incurred during the three months ended March 31, 2020 and 2019 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined.
Acquired In-process Research and Development (IPR&D)
Acquired In-process Research and Development (IPR&D)
Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The value assigned to acquired IPR&D is determined by estimating the costs to develop the acquired technology into commercially viable products, estimating the resulting revenues from the projects and discounting the net cash flows to present value. The revenues and cost projections used to value acquired IPR&D are, as applicable, reduced based on the probability of success. IPR&D projects acquired in a business combination that are not complete are capitalized and accounted for as indefinite-lived intangible assets until completion or abandonment of the related R&D efforts. Upon successful completion of the project, the capitalized amount is
amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. There are often major risks and uncertainties associated with IPR&D projects as we are required to obtain regulatory approvals in order to be able to market the resulting products. Such approvals require completing clinical trials that demonstrate the products effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods. Capitalized IPR&D projects are tested for impairment annually and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company considers various factors for potential impairment, including the current legal and regulatory environment and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors' products could result in partial or full impairment of the related intangible assets.
Goodwill Goodwill​The Company evaluates goodwill for possible impairment in accordance with Accounting Standards Codification (“ASC”) 350 on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company evaluates the fair value of long-lived assets, which include property, plant and equipment, intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairment losses for the periods ended March 31, 2020 and December 31, 2019.
Fair Value Measurement, Policy
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance that requires fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Convertible Notes
Convertible Notes
The Company accounts for convertible debt instruments that may be settled in cash or equity upon conversion by separating the liability and equity components of the instruments in a manner that reflects the Company’s nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component of the convertible notes by using assumptions that market participants would use in pricing a debt instrument, including
market interest rates, credit standing, yield curves and volatilities. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component, and the associated non-cash interest expense.
Leases
Leases
The Company acts as lessee under all its lease agreements, which includes operating leases for corporate offices, laboratory space, warehouse space, vehicles and certain laboratory and office equipment. The Company also has finance leases for certain equipment, which are not material to the Company’s condensed consolidated financial statements.
The Company determines whether an arrangement is, or contains, a lease at inception. At the beginning of fiscal year 2019, the company adopted ASC Topic 842. The Company records the present value of operating lease payments as right-of-use (“ROU”) assets and lease liabilities on the condensed consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of operating lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations.
As most of the Company’s leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, the Company has used a number of factors including the credit rating, and the lease term. Certain vehicle leases include variable lease payments that depend on an index or rate. Those lease payments are initially measured using the index or rate at the lease commencement date.
The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense.
The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.
Net Loss Per Share
Net Loss Per Share​
Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period:
March 31,
(In thousands)20202019
Shares issuable upon exercise of stock options2,841  2,482  
Shares issuable upon the release of restricted stock awards4,823  4,216  
Shares issuable upon conversion of convertible notes20,309  12,197  
27,973  18,895  
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation
The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units and shares purchased under an employee stock purchase plan (if certain parameters are not met), to be recognized in the financial statements based on their grant date fair values. Forfeitures of any share-based awards are recognized as they occur. ​
Revenue Recognition
Revenue Recognition​
Revenues are recognized when control of the promised services are transferred to the patient, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. To determine revenue recognition for the arrangements that the Company determines are within the scope of FASB ASC Topic 606, Revenue from Contracts with Customers, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. See Note 2 for further discussion.
Foreign Currency Translation
Foreign Currency Translation
Prior to 2019, the Company’s international subsidiaries functional currency was the local currency and assets and liabilities were translated into U.S. dollars at the period-end exchange rate or historical rates, as appropriate. Condensed consolidated statements of operations were translated at average exchange rates for the period, and the cumulative translation adjustments resulting from changes in exchange rates were included in the Company’s condensed consolidated balance sheet as a component of additional paid-in capital. In 2019 and 2020 the Company’s international subsidiaries use the U.S. dollar as the functional currency, resulting in the Company not being subject to gains and losses from foreign currency translation of the subsidiary financial statements. The Company recognizes gains and losses from foreign currency transactions in the condensed consolidated statements of operations. Net foreign currency transaction gains or losses were not material to the condensed consolidated statements of operations for the periods presented.
Reclassifications
Reclassifications
Certain prior year amounts have been reclassified to conform to the current year presentation in the condensed consolidated financial statements and accompanying notes to the condensed consolidated financial statements including the amortization of acquired intangible assets, which is now presented as a separate line item on the Company's condensed consolidated statements of operations and was previously included in cost of sales, research and development, and general and administrative expenses. Due to these reclassifications, the Company is no longer presenting gross margin on the Company's condensed consolidated statements of operations.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The updated guidance requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets, including trade receivables. The updates also require available-for-sale debt security credit losses to be recognized as allowances rather than a reduction in amortized cost.The guidance was adopted by the Company on January 1, 2020. The requirements of the ASU did not result in the recognition of a material allowance for current expected credit losses, as the Company’s analysis of collectability looks at historical experience as well as current and future implications surrounding the ability to collect. Adoption of the updated guidance did not have a material impact on the Company’s condensed consolidated financial statements.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments –Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. The updated guidance provides clarity regarding measurement of securities without readily determinable fair values. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles –Goodwill and Other –Internal-Use Software(Subtopic 350-40). The updated provided guidance for evaluating the accounting for fees paid by a customer in a cloud computing arrangement that is a service contract. The guidance was adopted on a prospective basis, beginning on January 1, 2020 and it did not have a material impact on the Company's condensed consolidated financial statements.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820); Disclosure Framework -Changes to the Disclosure Requirements for Fair Value Measurement. The guidance provided an update to the disclosure requirements for fair value measurements under the scope of ASC 820. The updates were adopted on January 1, 2020 and did not have a material impact on the Company’s condensed consolidated financial statements.
In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808). The update provided additional guidance regarding the interaction between Topic 808 on Collaborative Arrangements and Topic 606 on Revenue Recognition. The guidance was adopted on January 1, 2020 and did not have a material impact on the Company's condensed consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The update simplifies the accounting for income taxes through removing exceptions related to certain intraperiod allocations and deferred tax liabilities; clarifying guidance primarily related to evaluating the step-up tax basis for goodwill in a business combination; and reflecting enacted changes in tax laws or rates in the annual effective tax rate. The amended guidance is effective for interim and annual periods in 2021, however early adoption is permitted. The Company adopted the guidance early, which was effective January 1, 2020. Adoption of the guidance did not have a material impact on the Company’s condensed consolidated financial statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The updated guidance provides optional expedients for applying the requirements of certain topics in the codification for contracts that are modified because of reference rate reform. In addition to the optional expedients, the update includes a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement at the modification date or reassessment of a previous accounting determination. The updated guidance is effective for all entities as of March 12, 2020 and through December 31, 2022. The Company adopted the guidance upon issuance on March 12, 2020. There was no impact on the Company's condensed consolidated financial statements.
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Schedule of inventory
Inventory consisted of the following:
(In thousands)March 31,
2020
December 31,
2019
Raw materials$27,614  $24,958  
Semi-finished and finished goods41,810  36,766  
Total inventory$69,424  $61,724  
Schedule of potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period:
March 31,
(In thousands)20202019
Shares issuable upon exercise of stock options2,841  2,482  
Shares issuable upon the release of restricted stock awards4,823  4,216  
Shares issuable upon conversion of convertible notes20,309  12,197  
27,973  18,895  
v3.20.1
Revenue from Contract with Customer (Tables)
3 Months Ended
Mar. 31, 2020
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended March 31,
(In thousands)20202019
Screening
Medicare Parts B & C$98,159  $82,917  
Commercial109,369  73,351  
Other11,924  5,775  
Total Screening219,452  162,043  
Precision Oncology
Medicare Parts B & C$47,034  $—  
Commercial59,605  —  
International20,936  —  
Other794  —  
Total Precision Oncology128,369  —  
Total$347,821  $162,043  
v3.20.1
MARKETABLE SECURITIES (Tables)
3 Months Ended
Mar. 31, 2020
Cash and Cash Equivalents [Abstract]  
Schedule of Cash and Cash Equivalents
The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at March 31, 2020 and December 31, 2019:
(In thousands)March 31, 2020December 31, 2019
Cash, cash equivalents, and restricted cash
Cash and money market$577,684  $146,932  
Cash equivalents123,370  30,322  
Restricted cash (1)280  274  
Total cash, cash equivalents, and restricted cash701,334  177,528  
Marketable securities
Available-for-sale debt securities529,037  144,685  
Equity securities1,025  1,716  
Total marketable securities530,062  146,401  
Total cash and cash equivalents, restricted cash and marketable securities$1,231,396  $323,929  
______________
(1)Restricted cash is included in other long-term assets on the condensed consolidated balance sheets. There was no restricted cash at March 31, 2019.
Schedule of restricted cash and cash equivalents
The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at March 31, 2020 and December 31, 2019:
(In thousands)March 31, 2020December 31, 2019
Cash, cash equivalents, and restricted cash
Cash and money market$577,684  $146,932  
Cash equivalents123,370  30,322  
Restricted cash (1)280  274  
Total cash, cash equivalents, and restricted cash701,334  177,528  
Marketable securities
Available-for-sale debt securities529,037  144,685  
Equity securities1,025  1,716  
Total marketable securities530,062  146,401  
Total cash and cash equivalents, restricted cash and marketable securities$1,231,396  $323,929  
______________
(1)Restricted cash is included in other long-term assets on the condensed consolidated balance sheets. There was no restricted cash at March 31, 2019.
Schedule of available-for-sale securities
Available-for-sale debt securities at March 31, 2020 consisted of the following:
March 31, 2020
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss)
Losses in Accumulated
Other Comprehensive
Income (Loss)
Estimated Fair
Value
Cash equivalents
U.S. government agency securities$55,299  $32  $—  $55,331  
Corporate bonds39,443   (48) 39,396  
Commercial paper19,955   (8) 19,950  
Asset backed securities8,695  —  (2) 8,693  
Total cash equivalents123,392  36  (58) 123,370  
Marketable securities
Corporate bonds260,218  71  (2,168) 258,121  
U.S. government agency securities202,628  622  —  203,250  
Certificates of deposit31,653  —  (134) 31,519  
Asset backed securities28,269  28  (102) 28,195  
Commercial paper7,964  —  (12) 7,952  
Total marketable securities530,732  721  (2,416) 529,037  
Total available-for-sale securities$654,124  $757  $(2,474) $652,407  
Available-for-sale debt securities at December 31, 2019 consisted of the following:
December 31, 2019
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss)
Losses in Accumulated
Other Comprehensive
Income (Loss)
Estimated Fair Value
Cash equivalents
U.S. government agency securities$30,320  $ $—  $30,322  
Total cash equivalents30,320   —  30,322  
Marketable securities
U.S. government agency securities140,745  10  (73) 140,682  
Corporate bonds4,017  —  (14) 4,003  
Total marketable securities144,762  10  (87) 144,685  
Total available-for-sale securities$175,082  $12  $(87) $175,007  
Schedule of contractual maturities of available-for-sale investments
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2020:​
Due one year or lessDue after one year through four years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
U.S. government agency securities$55,299  $55,331  $—  $—  
Corporate bonds39,443  39,396  —  —  
Commercial paper19,955  19,950  —  —  
Asset backed securities8,695  8,693  —  —  
Total cash equivalents123,392  123,370  —  —  
Marketable securities
U.S. government agency securities175,419  175,992  27,209  27,258  
Corporate bonds129,321  128,624  130,897  129,497  
Certificates of deposit20,000  19,973  11,653  11,546  
Commercial paper7,964  7,952  —  —  
Asset backed securities6,940  6,947  21,329  21,248  
Total marketable securities339,644  339,488  191,088  189,549  
Total$463,036  $462,858  $191,088  $189,549  
Schedule of gross unrealized losses and fair values of investments in an unrealized loss position
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2020, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less than one yearOne year or greaterTotal
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Cash equivalents
Corporate bonds$36,944  $(48) $—  $—  $36,944  $(48) 
Commercial paper9,971  (8) —  —  9,971  (8) 
Asset backed securities8,693  (2) —  —  8,693  (2) 
Total cash equivalents55,608  (58) —  —  55,608  (58) 
Marketable securities
Corporate bonds245,886  (2,168) —  —  245,886  (2,168) 
Certificates of deposit31,519  (134) —  —  31,519  (134) 
Asset backed securities12,208  (102) —  —  12,208  (102) 
Commercial paper7,952  (12) —  —  7,952  (12) 
Total marketable securities297,565  (2,416) —  —  297,565  (2,416) 
Total available-for-sale securities$353,173  $(2,474) $—  $—  $353,173  $(2,474) 
v3.20.1
PROPERTY, PLANT, AND EQUIPMENT (Tables)
3 Months Ended
Mar. 31, 2020
Property, Plant and Equipment [Abstract]  
Schedule of Property, plant and equipment, net
The estimated useful lives of property, plant and equipment are as follows:
(In thousands)Estimated
Useful Life
March 31,
2020
December 31,
2019
Property, plant and equipment
Landn/a$4,466  $4,466  
Leasehold and building improvements(1)109,737  80,352  
Land improvements15 years1,766  1,766  
Buildings30 years165,509  112,815  
Computer equipment and computer software3 years68,830  65,323  
Laboratory equipment
3 - 10 years
120,362  104,008  
Furniture and fixtures
3 - 10 years
20,886  14,539  
Assets under constructionn/a67,305  149,687  
Property, plant and equipment, at cost558,861  532,956  
Accumulated depreciation(93,385) (77,631) 
Property, plant and equipment, net$465,476  $455,325  
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
v3.20.1
INTANGIBLE ASSETS AND GOODWILL (Tables)
3 Months Ended
Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of net-book value and estimated remaining life and finite lived intangible assets
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2020:​
(In thousands)Weighted Average
Remaining
Life (Years)
CostAccumulated AmortizationNet Balance at March 31, 2020
Finite-lived intangible assets
Trade name15.7$100,700  $(2,535) $98,165  
Customer relationships13.62,700  (269) 2,431  
Patents8.622,689  (6,539) 16,150  
Acquired developed technology9.7814,171  (32,510) 781,661  
Supply agreements7.330,000  (1,560) 28,440  
Internally developed technology2.41,508  (449) 1,059  
Total finite-lived intangible assets971,768  (43,862) 927,906  
In-process research and developmentn/a200,000  —  200,000  
Internally developed technology in processn/a355  —  355  
Total intangible assets$1,172,123  $(43,862) $1,128,261  
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2019:​
(In thousands)Weighted Average
Remaining
Life (Years)
CostAccumulated AmortizationNet Balance at December 31, 2019
Finite-lived intangible assets
Trade name15.9$100,700  $(961) $99,739  
Customer relationships13.62,700  (224) 2,476  
Patents8.822,690  (5,974) 16,716  
Acquired developed technology9.9806,371  (12,345) 794,026  
Supply agreements7.530,000  (571) 29,429  
Internally developed technology2.51,229  (336) 893  
Total finite-lived intangible assets963,690  (20,411) 943,279  
In-process research and developmentn/a200,000  —  200,000  
Internally developed technology in processn/a271  —  271  
Total intangible assets$1,163,961  $(20,411) $1,143,550  
Schedule of estimated future amortization expense, intangible assets
As of March 31, 2020, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:​
(In thousands)
2020$70,667  
202194,121  
202293,915  
202393,692  
202493,345  
Thereafter482,166  
$927,906  
Schedule of Carrying Amount of Goodwill
The change in the carrying amount of goodwill for the periods ended March 31, 2020 and December 31, 2019 is as follows:
(In thousands)
Balance, January 1, 2019$17,279  
Genomic Health acquisition1,185,918  
Balance, December 31, 20191,203,197  
Paradigm & Viomics acquisition29,695  
Genomic Health acquisition adjustment4,269  
Balance, March 31, 2020$1,237,161  
v3.20.1
FAIR VALUE MEASUREMENTS (Tables)
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Schedule of fair value measurements along with the level within the fair value hierarchy in which the fair value measurements fall
The following table presents the Company’s fair value measurements as of March 31, 2020 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.
(In thousands)Fair Value at March 31,
2020
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market$577,684  $577,684  $—  $—  
U.S. government agency securities55,331  —  55,331  —  
Corporate bonds39,396  —  39,396  —  
Commercial paper19,950  —  19,950  —  
Asset backed securities8,693  —  8,693  —  
Restricted cash280  280  —  —  
Marketable securities
Corporate bonds258,121  —  258,121  —  
U.S. government agency securities203,250  —  203,250  —  
Certificates of deposit31,519  —  31,519  —  
Asset backed securities28,195  —  28,195  —  
Commercial paper7,952  —  7,952  —  
Equity Securities1,025  1,025  —  —  
Liabilities
Contingent consideration(2,739) —  —  (2,739) 
Total$1,228,657  $578,989  $652,407  $(2,739) 
The following table presents the Company’s fair value measurements as of December 31, 2019 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.​
(In thousands)Fair Value at December 31,
2019
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Cash and cash equivalents
Cash and money market$146,932  $146,932  $—  $—  
U.S. government agency securities30,322  —  30,322  —  
Restricted cash274  274  —  —  
Marketable securities
U.S. government agency securities140,682  —  140,682  —  
Corporate bonds4,003  —  4,003  —  
Equity securities1,716  1,716  —  —  
Liabilities
Contingent consideration(2,879) —  —  (2,879) 
Total$321,050  $148,922  $175,007  $(2,879) 
Schedule of fair value of contingent consideration The following table provides a roll-forward of the fair values of the contingent consideration, which includes Level 3 measurements:
(In thousands)Contingent consideration
Balance, January 1, 2020$(2,879) 
Changes in fair value—  
Gains (losses) recognized in earnings—  
Payments140  
Balance, March 31, 2020$(2,739) 
Schedule of fair value of long-term debt and convertible notes The following table summarizes the Company’s outstanding convertible notes and long-term debt:​
March 31, 2020December 31, 2019
(In thousands)Carrying Amount (1)Fair ValueCarrying Amount (1)Fair Value
2028 Convertible notes (2)$777,234  $910,317  $—  $—  
2027 Convertible notes (2)491,239  635,532  483,909  843,741  
2025 Convertible notes (2)245,833  341,041  319,696  592,482  
Construction loan (3)24,565  24,565  24,866  24,866  
______________
(1)The carrying amounts presented are net of debt discounts and debt issuance costs (see Note 12 and Note 15 of the condensed consolidated financial statements for further information).​
(2)The fair values are based on observable market prices for this debt, which is traded in active markets and therefore is classified as a Level 2 fair value measurement. A portion of the 2025 convertible notes were settled in 2020 resulting in a decrease in the liability.​
(3)The carrying amount of the construction loan approximates fair value due to the short-term nature of this instrument. The construction loan is privately held with no public market for this debt and therefore is classified as a Level 3 fair value measurement. The change in the fair value was due to payments made on the loan resulting in a decrease in the liability.
v3.20.1
Stockholders' Equity (Tables)
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI)
The amount recognized in accumulated other comprehensive income (loss) (“AOCI”) for the three months ended March 31, 2020 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments
Unrealized
Gain (Loss)
on Marketable
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2019$(25) $(75) $(100) 
Other comprehensive income (loss) before reclassifications—  (1,642) (1,642) 
Amounts reclassified from accumulated other comprehensive loss25  —  25  
Net current period change in accumulated other comprehensive loss25  (1,642) (1,617) 
Balance at March 31, 2020$—  $(1,717) $(1,717) 
The amounts recognized in AOCI for the three months ended March 31, 2019 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments
Unrealized
Gain (Loss)
on Marketable
Securities
Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2018$(25) $(1,397) $(1,422) 
Other comprehensive loss before reclassifications—  2,051  2,051  
Amounts reclassified from accumulated other comprehensive loss—  125  125  
Net current period change in accumulated other comprehensive loss, before tax—  2,176  2,176  
Income tax expense related to items of other comprehensive income—  (520) (520) 
Balance at March 31, 2019$(25) $259  $234  
Schedule of amounts reclassified from accumulated other comprehensive income (loss)
Amounts reclassified from AOCI for the three months ended March 31, 2020 and 2019 were as follows:
Affected Line Item in the
Statements of Operations
Three Months Ended March 31,
Details about AOCI Components (In thousands)20202019
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investmentsInvestment income, net$—  $125  
Foreign currency adjustmentGeneral and administrative25  —  
Total reclassifications$25  $125  
v3.20.1
STOCK-BASED COMPENSATION (Tables)
3 Months Ended
Mar. 31, 2020
Share-based Payment Arrangement [Abstract]  
Schedule of valuation assumptions
Three Months Ended March 31,
20202019
Option Plan Shares
Risk-free interest rates
1.26% - 1.47%
2.54% - 2.59%
Expected term (in years)6.156.28
Expected volatility
65.67% - 65.71%
64.95% - 64.99%
Dividend yield—%—%
Weighted average fair value per share of options granted during the period$58.86$57.11
Summary of stock option activity under the Stock Plans
OptionsSharesWeighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term(Years)
Aggregate
Intrinsic
Value(1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20202,700,293  $34.01  2.9
Granted309,143  97.66  
Exercised(160,286) 26.82  
Forfeited(8,558) 71.52  
Outstanding, March 31, 20202,840,592  $41.23  6.5$74,394  
Exercisable, March 31, 20201,881,310  $27.95  5.5$63,816  
______________
(1)The total intrinsic value of options exercised during the three months ended March 31, 2020 and 2019 was $10.2 million and $16.1 million, respectively, determined as of the date of exercise.
Summary of restricted stock and restricted stock unit activity under the Stock Plans
A summary of restricted stock and restricted stock unit activity under the Stock Plans during the three months ended March 31, 2020 is as follows:
Restricted
Shares and RSUs
Weighted
Average Grant
Date Fair Value
Outstanding, January 1, 20204,384,005  $63.30  
Granted1,701,650  93.26  
Released(1,193,845) 45.76  
Forfeited(68,540) 74.29  
Outstanding, March 31, 20204,823,270  $78.06  
v3.20.1
COMMITMENTS AND CONTINGENCIES (Tables)
3 Months Ended
Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]  
Supplemental disclosure of cash flow information related to our operating leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its operating leases are as follows:
Three Months Ended March 31,
(In thousands)20202019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$5,619  $1,098  
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)$1,254  $18,653  
______________
(1)For the three months ended March 31, 2019, this includes right-of-use assets obtained from the initial adoption of ASC 842 of approximately $17.9 million.
v3.20.1
CONVERTIBLE NOTES (Tables)
3 Months Ended
Mar. 31, 2020
CONVERTIBLE NOTES.  
Schedule of Convertible note obligations included in the condensed consolidated balance sheets
(In thousands)Coupon Interest RateEffective Interest
Rate
Fair Value of Liability Component at
Issuance (1)
March 31, 2020December 31, 2019
2028 Convertible notes0.375%5.2%$790,608  $1,150,000  $—  
2027 Convertible notes0.375%6.3%472,501  747,500  747,500  
2025 Convertible notes1.000%6.0%227,103  315,049  415,049  
Total Convertible notes2,212,549  1,162,549  
Less: Debt discount (2)(667,228) (342,463) 
Less: Debt issuance costs (3)(31,015) (16,481) 
Net convertible debt$1,514,306  $803,605  
______________
(1)As each of the convertible instruments may be settled in cash upon conversion, for accounting purposes, they were separated into a liability component and an equity component. The amount allocated to the equity component is the difference between the principal value of the instrument and the fair value of the liability component at issuance. The resulting debt discount is being amortized to interest expense at the respective effective interest rate over the contractual term of the debt. A portion of the 2025 Convertible Notes have been extinguished or converted. The fair value of the liability component at issuance reflected above represents the liability value at issuance for the applicable portion of the 2025 Notes which remain outstanding at March 31, 2020 and December 31, 2019. The fair value of the liability component of the 2025 Notes at issuance was $654.8 million with the equity component being $269.7 million.
(2)The unamortized discount consists of the following:​
(In thousands)March 31, 2020December 31, 2019
2028 Convertible notes$356,145  $—  
2027 Convertible notes246,362  253,340  
2025 Convertible notes64,721  89,123  
Total unamortized discount$667,228  $342,463  
(3)Debt issuance costs consists of the following:​
(In thousands)March 31, 2020December 31, 2019
2028 Convertible notes$16,621  $—  
2027 Convertible notes9,899  10,251  
2025 Convertible notes4,495  6,230  
Total debt issuance costs$31,015  $16,481  
Schedule of Allocation of Transaction Costs Related to Convertible Debt The following table summarizes the original transaction costs at the time of issuance for each set of Notes and the respective allocation to the liability and equity components:
(In thousands)January 2025 NotesJune 2025 Notes2027 Notes2028 Notes
Transaction costs allocated to:
Liability component$13,569  $5,052  $11,395  $16,811  
Equity component5,340  2,311  6,632  7,642  
Total transaction costs$18,909  $7,363  $18,027  $24,453  
Schedule of interest expense
Interest expense includes the following:​
Three Months Ended March 31,
(In thousands)20202019
Debt issuance costs amortization$822  $685  
Debt discount amortization13,731  8,394  
Loss on settlement of convertible notes7,954  10,558  
Coupon interest expense1,932  2,108  
Total interest expense on convertible notes24,439  21,745  
Other interest expense714  245  
Total interest expense$25,153  $21,990  
v3.20.1
BUSINESS COMBINATIONS (Tables)
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition as follows:
(In thousands)
Net operating assets$6,133  
Goodwill29,695  
Developed technology7,800  
Net operating liabilities(3,123) 
Total purchase price$40,505  
v3.20.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Revenue from External Customers by Geographic Areas
The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.
Three months ended March 31,
(In thousands)20202019
United States$326,885  $162,043  
Outside of United States20,936  —  
Total revenues$347,821  $162,043  
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details)
3 Months Ended 12 Months Ended
Mar. 31, 2020
USD ($)
item
Mar. 31, 2019
USD ($)
Dec. 31, 2019
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Minimum contractual term of certain current investments which can be liquidated 1 year    
Bad debt expense written off against allowance $ 0 $ 0  
Software development stages | item 3    
Asset impairment charges $ 0   $ 0
Termination term 1 year    
Minimum      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Remaining lease terms 1 year    
Maximum      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Remaining lease terms 15 years    
Renewal term of lease 10 years    
Foreign Exchange Forward      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Derivative, notional amount $ 14,300,000   17,900,000
Derivative, fair value $ 0   $ 0
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Inventory (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Accounting Policies [Abstract]    
Raw materials $ 27,614 $ 24,958
Semi-finished and finished goods 41,810 36,766
Total inventory $ 69,424 $ 61,724
v3.20.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares
shares in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 27,973 18,895
Option Plan Shares    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 2,841 2,482
Restricted Stock    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 4,823 4,216
Convertible Notes    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 20,309 12,197
v3.20.1
Revenue from Contract with Customer - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Variable consideration    
Disaggregation of Revenue [Line Items]    
Revenue recognized from changes in transaction prices $ 5.4 $ 1.5
v3.20.1
Revenue from Contract with Customer - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation of Revenue [Line Items]    
Revenue recognized $ 347,821 $ 162,043
Precision Oncology    
Disaggregation of Revenue [Line Items]    
Revenue recognized 128,369 0
Precision Oncology | Medicare Parts B & C    
Disaggregation of Revenue [Line Items]    
Revenue recognized 47,034 0
Precision Oncology | Commercial    
Disaggregation of Revenue [Line Items]    
Revenue recognized 59,605 0
Precision Oncology | International Sales    
Disaggregation of Revenue [Line Items]    
Revenue recognized 20,936 0
Precision Oncology | Other    
Disaggregation of Revenue [Line Items]    
Revenue recognized 794 0
Screening    
Disaggregation of Revenue [Line Items]    
Revenue recognized 219,452 162,043
Screening | Medicare Parts B & C    
Disaggregation of Revenue [Line Items]    
Revenue recognized 98,159 82,917
Screening | Commercial    
Disaggregation of Revenue [Line Items]    
Revenue recognized 109,369 73,351
Screening | Other    
Disaggregation of Revenue [Line Items]    
Revenue recognized $ 11,924 $ 5,775
v3.20.1
MARKETABLE SECURITIES - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash and Cash Equivalents [Abstract]    
Realized gains   $ 0.1
Equity securities, realized gain $ 0.7 $ 0.0
Equity securities, realized loss $ 0.1  
v3.20.1
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Marketable Securities [Line Items]    
Cash and cash equivalents $ 701,334 $ 177,528
Estimated Fair Value 652,407 175,007
Equity securities 1,025 1,716
Marketable Securities, Total 530,062 146,401
Cash, Cash Equivalents, and Short-term Investments, Total 1,231,396 323,929
Cash equivalents    
Marketable Securities [Line Items]    
Cash and cash equivalents 123,370 30,322
Estimated Fair Value 123,370 30,322
Short-term Investments    
Marketable Securities [Line Items]    
Estimated Fair Value 529,037 144,685
Cash and money market    
Marketable Securities [Line Items]    
Cash and cash equivalents 577,684 146,932
Restricted cash    
Marketable Securities [Line Items]    
Cash and cash equivalents $ 280 $ 274
v3.20.1
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Available-for-sale securities    
Amortized Cost $ 654,124 $ 175,082
Gains in Accumulated Other Comprehensive Income (Loss) 757 12
Losses in Accumulated Other Comprehensive Income (Loss) (2,474) (87)
Estimated Fair Value 652,407 175,007
Cash equivalents    
Available-for-sale securities    
Amortized Cost 123,392 30,320
Gains in Accumulated Other Comprehensive Income (Loss) 36 2
Losses in Accumulated Other Comprehensive Income (Loss) (58) 0
Estimated Fair Value 123,370 30,322
Short-term Investments    
Available-for-sale securities    
Amortized Cost 530,732 144,762
Gains in Accumulated Other Comprehensive Income (Loss) 721 10
Losses in Accumulated Other Comprehensive Income (Loss) (2,416) (87)
Estimated Fair Value 529,037 144,685
U.S. government agency securities | Cash equivalents    
Available-for-sale securities    
Amortized Cost 55,299 30,320
Gains in Accumulated Other Comprehensive Income (Loss) 32 2
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 55,331 30,322
U.S. government agency securities | Short-term Investments    
Available-for-sale securities    
Amortized Cost 202,628 140,745
Gains in Accumulated Other Comprehensive Income (Loss) 622 10
Losses in Accumulated Other Comprehensive Income (Loss) 0 (73)
Estimated Fair Value 203,250 140,682
Commercial paper. | Cash equivalents    
Available-for-sale securities    
Amortized Cost 19,955  
Gains in Accumulated Other Comprehensive Income (Loss) 3  
Losses in Accumulated Other Comprehensive Income (Loss) (8)  
Estimated Fair Value 19,950  
Commercial paper. | Short-term Investments    
Available-for-sale securities    
Amortized Cost 7,964  
Gains in Accumulated Other Comprehensive Income (Loss) 0  
Losses in Accumulated Other Comprehensive Income (Loss) (12)  
Estimated Fair Value 7,952  
Asset backed securities | Cash equivalents    
Available-for-sale securities    
Amortized Cost 8,695  
Gains in Accumulated Other Comprehensive Income (Loss) 0  
Losses in Accumulated Other Comprehensive Income (Loss) (2)  
Estimated Fair Value 8,693  
Asset backed securities | Short-term Investments    
Available-for-sale securities    
Amortized Cost 28,269  
Gains in Accumulated Other Comprehensive Income (Loss) 28  
Losses in Accumulated Other Comprehensive Income (Loss) (102)  
Estimated Fair Value 28,195  
Certificates of deposit | Short-term Investments    
Available-for-sale securities    
Amortized Cost 31,653  
Gains in Accumulated Other Comprehensive Income (Loss) 0  
Losses in Accumulated Other Comprehensive Income (Loss) (134)  
Estimated Fair Value 31,519  
Corporate bonds | Cash equivalents    
Available-for-sale securities    
Amortized Cost 39,443  
Gains in Accumulated Other Comprehensive Income (Loss) 1  
Losses in Accumulated Other Comprehensive Income (Loss) (48)  
Estimated Fair Value 39,396  
Corporate bonds | Short-term Investments    
Available-for-sale securities    
Amortized Cost 260,218 4,017
Gains in Accumulated Other Comprehensive Income (Loss) 71 0
Losses in Accumulated Other Comprehensive Income (Loss) (2,168) (14)
Estimated Fair Value $ 258,121 $ 4,003
v3.20.1
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details)
$ in Thousands
Mar. 31, 2020
USD ($)
Available-for-sale securities  
Due in one year or less $ 463,036
Due in one year or less 462,858
Due after one year through four years 191,088
Due after one year through four years 189,549
Cash equivalents  
Available-for-sale securities  
Due in one year or less 123,392
Due in one year or less 123,370
Cash equivalents | U.S. government agency securities  
Available-for-sale securities  
Due in one year or less 55,299
Due in one year or less 55,331
Cash equivalents | Commercial paper  
Available-for-sale securities  
Due in one year or less 19,955
Due in one year or less 19,950
Cash equivalents | Corporate bonds  
Available-for-sale securities  
Due in one year or less 39,443
Due in one year or less 39,396
Cash equivalents | Asset backed securities  
Available-for-sale securities  
Due in one year or less 8,695
Due in one year or less 8,693
Short-term Investments  
Available-for-sale securities  
Due in one year or less 339,644
Due in one year or less 339,488
Due after one year through four years 191,088
Due after one year through four years 189,549
Short-term Investments | U.S. government agency securities  
Available-for-sale securities  
Due in one year or less 175,419
Due in one year or less 175,992
Due after one year through four years 27,209
Due after one year through four years 27,258
Short-term Investments | Commercial paper  
Available-for-sale securities  
Due in one year or less 7,964
Due in one year or less 7,952
Due after one year through four years 0
Due after one year through four years 0
Short-term Investments | Certificates of deposit  
Available-for-sale securities  
Due in one year or less 20,000
Due in one year or less 19,973
Due after one year through four years 11,653
Due after one year through four years 11,546
Short-term Investments | Corporate bonds  
Available-for-sale securities  
Due in one year or less 129,321
Due in one year or less 128,624
Due after one year through four years 130,897
Due after one year through four years 129,497
Short-term Investments | Asset backed securities  
Available-for-sale securities  
Due in one year or less 6,940
Due in one year or less 6,947
Due after one year through four years 21,329
Due after one year through four years $ 21,248
v3.20.1
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses And Fair Value of Available For Sale Securities (Details)
$ in Thousands
Mar. 31, 2020
USD ($)
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months $ 353,173
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2,474)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 353,173
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (2,474)
Cash equivalents  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 55,608
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (58)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 55,608
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (58)
Cash equivalents | Cash equivalents  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss
Total fair value of available-for-sale securities in a continuous unrealized loss position
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position
Cash equivalents | Commercial paper  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 9,971
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (8)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 9,971
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (8)
Cash equivalents | Corporate bonds  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 36,944
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (48)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 36,944
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (48)
Cash equivalents | Asset backed securities  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 8,693
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 8,693
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (2)
Marketable securities  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 297,565
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2,416)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 297,565
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (2,416)
Marketable securities | Commercial paper  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 7,952
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (12)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 7,952
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (12)
Marketable securities | Corporate bonds  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 245,886
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2,168)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 245,886
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (2,168)
Marketable securities | Asset backed securities  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 12,208
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (102)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 12,208
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (102)
Marketable securities | Certificates of deposit  
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 31,519
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (134)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 31,519
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position $ (134)
v3.20.1
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2020
Dec. 31, 2019
Property, plant and equipment      
Property, plant and equipment, at cost   $ 558,861 $ 532,956
Accumulated depreciation   (93,385) (77,631)
Property, plant and equipment, net   465,476 455,325
Land      
Property, plant and equipment      
Property, plant and equipment, at cost   4,466 4,466
Leasehold and building improvements      
Property, plant and equipment      
Property, plant and equipment, at cost   109,737 80,352
Land improvements      
Property, plant and equipment      
Estimated Useful Life 15 years    
Property, plant and equipment, at cost   1,766 1,766
Buildings      
Property, plant and equipment      
Estimated Useful Life 30 years    
Property, plant and equipment, at cost   165,509 112,815
Computer equipment and computer software      
Property, plant and equipment      
Estimated Useful Life 3 years    
Property, plant and equipment, at cost   68,830 65,323
Laboratory equipment      
Property, plant and equipment      
Property, plant and equipment, at cost   120,362 104,008
Furniture and fixtures      
Property, plant and equipment      
Property, plant and equipment, at cost   20,886 14,539
Assets under construction      
Property, plant and equipment      
Property, plant and equipment, at cost   $ 67,305 $ 149,687
Minimum | Laboratory equipment      
Property, plant and equipment      
Estimated Useful Life 3 years    
Minimum | Furniture and fixtures      
Property, plant and equipment      
Estimated Useful Life 3 years    
Maximum | Laboratory equipment      
Property, plant and equipment      
Estimated Useful Life 10 years    
Maximum | Furniture and fixtures      
Property, plant and equipment      
Estimated Useful Life 10 years    
v3.20.1
PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Property, plant and equipment      
Depreciation $ 15,800 $ 6,300  
Property, plant and equipment, at cost 558,861   $ 532,956
Laboratory equipment      
Property, plant and equipment      
Property, plant and equipment, at cost 120,362   104,008
Assets under construction 17,000    
Expected cost to complete project 4,800    
Leasehold and building improvements      
Property, plant and equipment      
Property, plant and equipment, at cost 109,737   80,352
Assets under construction 44,300    
Expected cost to complete project 7,300    
Computer equipment and computer software      
Property, plant and equipment      
Property, plant and equipment, at cost 68,830   65,323
Assets under construction      
Property, plant and equipment      
Property, plant and equipment, at cost 67,305   149,687
Computer software      
Property, plant and equipment      
Assets under construction 5,700    
Expected cost to complete project 5,200    
Furniture and fixtures      
Property, plant and equipment      
Property, plant and equipment, at cost 20,886   $ 14,539
Assets under construction $ 300    
v3.20.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets, gross $ 971,768 $ 963,690
Less: Accumulated amortization (43,862) (20,411)
Finite-lived intangible assets, net 927,906 943,279
Finite-lived and indefinite-lived intangible assets, gross 1,172,123 1,163,961
Finite-lived and indefinite-lived intangible assets, net 1,128,261 1,143,550
In Process Research and Development    
Finite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible assets 200,000 200,000
Acquired developed technology    
Finite-Lived Intangible Assets [Line Items]    
Indefinite-lived intangible assets $ 355 $ 271
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 15 years 8 months 12 days 15 years 10 months 24 days
Finite-lived intangible assets, gross $ 100,700 $ 100,700
Less: Accumulated amortization (2,535) (961)
Finite-lived intangible assets, net $ 98,165 $ 99,739
Customer Relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 13 years 7 months 6 days 13 years 7 months 6 days
Finite-lived intangible assets, gross $ 2,700 $ 2,700
Less: Accumulated amortization (269) (224)
Finite-lived intangible assets, net $ 2,431 $ 2,476
Patents    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 8 years 7 months 6 days 8 years 9 months 18 days
Finite-lived intangible assets, gross $ 22,689 $ 22,690
Less: Accumulated amortization (6,539) (5,974)
Finite-lived intangible assets, net $ 16,150 $ 16,716
Acquired developed technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 9 years 8 months 12 days 9 years 10 months 24 days
Finite-lived intangible assets, gross $ 814,171 $ 806,371
Less: Accumulated amortization (32,510) (12,345)
Finite-lived intangible assets, net $ 781,661 $ 794,026
Service Agreements    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 7 years 3 months 18 days 7 years 6 months
Finite-lived intangible assets, gross $ 30,000 $ 30,000
Less: Accumulated amortization (1,560) (571)
Finite-lived intangible assets, net $ 28,440 $ 29,429
Internally developed technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 2 years 4 months 24 days 2 years 6 months
Finite-lived intangible assets, gross $ 1,508 $ 1,229
Less: Accumulated amortization (449) (336)
Finite-lived intangible assets, net $ 1,059 $ 893
v3.20.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]    
2020 $ 70,667  
2021 94,121  
2022 93,915  
2023 93,692  
2024 93,345  
Thereafter 482,166  
Total intangible assets $ 927,906 $ 943,279
v3.20.1
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
3 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Mar. 03, 2020
Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]        
Goodwill $ 1,237,161,000 $ 1,203,197,000   $ 17,279,000
Impairment losses 0 $ 0    
Paradigm & Viomics        
Finite-Lived Intangible Assets [Line Items]        
Goodwill 29,700,000   $ 29,695,000  
Merger Agreement with Genomic Health, Inc.        
Finite-Lived Intangible Assets [Line Items]        
Genomic Health acquisition adjustment $ 4,269,000      
v3.20.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Recognized Goodwill    
Goodwill, beginning balance $ 1,203,197 $ 17,279
Goodwill, ending balance 1,237,161 1,203,197
Merger Agreement with Genomic Health, Inc.    
Recognized Goodwill    
Goodwill acquired during the period   $ 1,185,918
Genomic Health acquisition adjustment 4,269  
Paradigm & Viomics    
Recognized Goodwill    
Goodwill acquired during the period 29,695  
Goodwill, ending balance $ 29,700  
v3.20.1
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Fair value measurements    
Cash and cash equivalents $ 701,334 $ 177,528
Estimated Fair Value 652,407 175,007
Equity securities 1,025 1,716
Restricted cash    
Fair value measurements    
Cash and cash equivalents 280 274
Fair Value, Recurring    
Fair value measurements    
Equity securities 1,025 1,716
Contingent consideration (2,739) (2,879)
Total 1,228,657 321,050
Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 258,121 4,003
Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 28,195  
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 203,250 140,682
Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 31,519  
Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 7,952  
Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents 577,684 146,932
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents 55,331 30,322
Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents 19,950  
Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Cash and cash equivalents 39,396  
Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Cash and cash equivalents 8,693  
Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash and cash equivalents 280 274
Level 1 | Fair Value, Recurring    
Fair value measurements    
Equity securities 1,025 1,716
Contingent consideration 0 0
Total 578,989 148,922
Level 1 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0  
Level 1 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 0  
Level 1 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 0  
Level 1 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents 577,684 146,932
Level 1 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents 0 0
Level 1 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents 0  
Level 1 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Cash and cash equivalents 0  
Level 1 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Cash and cash equivalents 0  
Level 1 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash and cash equivalents 280 274
Level 2 | Fair Value, Recurring    
Fair value measurements    
Equity securities 0 0
Contingent consideration 0 0
Total 652,407 175,007
Level 2 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 258,121 4,003
Level 2 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 28,195  
Level 2 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 203,250 140,682
Level 2 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 31,519  
Level 2 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 7,952  
Level 2 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents 0 0
Level 2 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents 55,331 30,322
Level 2 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents 19,950  
Level 2 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Cash and cash equivalents 39,396  
Level 2 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Cash and cash equivalents 8,693  
Level 2 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash and cash equivalents 0 0
Level 3 | Fair Value, Recurring    
Fair value measurements    
Equity securities 0 0
Contingent consideration (2,739) (2,879)
Total (2,739) (2,879)
Level 3 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0  
Level 3 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 0  
Level 3 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 0  
Level 3 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents 0 0
Level 3 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents 0 0
Level 3 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents 0  
Level 3 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Cash and cash equivalents 0  
Level 3 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Cash and cash equivalents 0  
Level 3 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash and cash equivalents $ 0 $ 0
v3.20.1
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration, liability $ 2,739 $ 2,879  
Level 3 | Fair Value, Recurring      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Non-marketable equity securities   11,800  
Biomatrica, Inc      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration, liability 20,000    
Epic Sciences      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Investment owned, at fair value $ 10,800 $ 10,800 $ 10,800
v3.20.1
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Fair Value Disclosures [Abstract]  
Balance, January 1, 2020 $ 2,879
Changes in fair value 0
Gains (losses) recognized in earnings 0
Payments 140
Balance, March 31, 2020 $ 2,739
v3.20.1
FAIR VALUE - Long-Term Debt and Convertible Notes (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Carrying Amount | Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Construction loan $ 24,565 $ 24,866
Fair Value | Level 3    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Construction loan 24,565 24,866
2028 Convertible Notes | Carrying Amount | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes 777,234 0
2028 Convertible Notes | Fair Value | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes 910,317 0
2027 Convertible notes | Carrying Amount | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes 491,239 483,909
2027 Convertible notes | Fair Value | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes 635,532 843,741
2025 Convertible notes | Carrying Amount | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes 245,833 319,696
2025 Convertible notes | Fair Value | Level 2    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Convertible notes $ 341,041 $ 592,482
v3.20.1
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Research and development $ 43,509 $ 31,785
Licensing Agreements | Mayo    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Research and development $ 1,000 $ 1,100
v3.20.1
LICENSE AND COLLABORATION AGREEMENTS - Epic Sciences (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
Epic Sciences      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Investment owned (in shares) 18,258,838 18,258,838  
Investment owned, at fair value $ 10.8 $ 10.8 $ 10.8
Licensing Agreements      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
License And Laboratory Agreement, Term 10 years    
v3.20.1
LICENSE AND COLLABORATION AGREEMENTS - Biocartis (Details)
$ / shares in Units, € in Millions, $ in Millions
3 Months Ended
Mar. 31, 2020
EUR (€)
Mar. 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2017
EUR (€)
shares
Dec. 31, 2017
USD ($)
$ / shares
shares
Sep. 30, 2017
EUR (€)
Sep. 30, 2017
USD ($)
Sales Milestone Range One              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Payments Contingent on Milestones € 2.5            
Expansion Of Collaboration To Oncology              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Payments Contingent on Milestones € 2.0            
Biocartis N.V              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
Investment owned (in shares) | shares       270,000 270,000    
Market price (in dollars per share) | $ / shares         $ 12.50    
Investment owned, at fair value   $ 1.0 $ 1.7 € 3.4 $ 4.0    
Biocartis N.V | Licensing Agreements              
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]              
One Time Fee For License To Patents           € 2.8 $ 3.2
v3.20.1
PFIZER PROMOTION AGREEMENT (Details) - Pfizer Inc - Cologuard promotion agreement - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Charges for promotion, sales and marketing $ 19.5 $ 17.6
Service fee based on incremental gross profits over specified baselines and royalties $ 19.4 $ 19.2
v3.20.1
Stockholders' Equity (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Mar. 03, 2020
Mar. 31, 2020
Nov. 30, 2019
Mar. 31, 2019
Mar. 31, 2020
Mar. 31, 2019
Subsidiary or Equity Method Investee [Line Items]            
Repayments of debt in cash         $ 150,054 $ 493,355
Shares issued to settle convertible notes           182,435
Issuance costs     $ 400      
Issuance of common stock for business combinations         $ 28,597 $ 0
Issuance of common stock for business combinations (in shares)   400,000 17,000,000.0   17,046,159  
Merger Agreement with Genomic Health, Inc.            
Subsidiary or Equity Method Investee [Line Items]            
Business combination, consideration transferred     $ 2,500,000      
Issuance of common stock for business combinations     $ 1,400,000      
Paradigm & Viomics            
Subsidiary or Equity Method Investee [Line Items]            
Business combination, consideration transferred $ 40,500          
Issuance of common stock to acquire business $ 32,200       $ 28,600  
2025 Convertible notes            
Subsidiary or Equity Method Investee [Line Items]            
Settlement of convertible notes (in shares)       2,200,000    
Shares issued to settle convertible notes       $ 182,400    
Total consideration       676,500    
Repayments of Debt       493,400    
2027 Convertible notes | 2025 Convertible notes            
Subsidiary or Equity Method Investee [Line Items]            
Repayments of debt in cash       $ 494,100    
v3.20.1
Stockholders' Equity - Schedule of OCI (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Changes in Accumulated Other Comprehensive Income (Loss)    
Beginning Balance $ 2,288,061 $ 680,941
Other comprehensive loss before reclassifications (1,642) 2,051
Amounts reclassified from accumulated other comprehensive loss (25) (125)
Net current period change in accumulated other comprehensive loss, before tax (1,617) 2,176
Income tax expense related to items of other comprehensive income   520
Ending Balance 2,537,653 776,940
Foreign Currency Translation Adjustments    
Changes in Accumulated Other Comprehensive Income (Loss)    
Beginning Balance (25) (25)
Other comprehensive loss before reclassifications 0 0
Amounts reclassified from accumulated other comprehensive loss (25) 0
Net current period change in accumulated other comprehensive loss, before tax 25 0
Income tax expense related to items of other comprehensive income   0
Ending Balance 0 (25)
Unrealized Gain (Loss) on Marketable Securities    
Changes in Accumulated Other Comprehensive Income (Loss)    
Beginning Balance (75) (1,397)
Other comprehensive loss before reclassifications (1,642) 2,051
Amounts reclassified from accumulated other comprehensive loss 0 (125)
Net current period change in accumulated other comprehensive loss, before tax (1,642) 2,176
Income tax expense related to items of other comprehensive income   520
Ending Balance (1,717) 259
Accumulated Other Comprehensive Income (Loss)    
Changes in Accumulated Other Comprehensive Income (Loss)    
Beginning Balance (100) (1,422)
Ending Balance $ (1,717) $ 234
v3.20.1
Stockholders' Equity - Schedule of amounts reclassified from AOCI (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Changes in Accumulated Other Comprehensive Income (Loss)    
Investment income, net $ 97 $ 6,655
Foreign currency translation gain (loss) 25 0
Reclassification Out Of Accumulated Other Comprehensive Income    
Changes in Accumulated Other Comprehensive Income (Loss)    
Total reclassifications (25) (125)
Reclassification Out Of Accumulated Other Comprehensive Income | Unrealized Gain (Loss) on Marketable Securities    
Changes in Accumulated Other Comprehensive Income (Loss)    
Investment income, net 0 125
Foreign currency translation gain (loss) $ 25 $ 0
v3.20.1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Millions
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Stock-based compensation    
Stock-based compensation expense $ 29.6 $ 16.2
Non-cash stock-based compensation expense $ 2.9  
Weighted average period for recognition of cost 3 years 1 month 6 days  
Stock Plans    
Stock-based compensation    
Unrecognized compensation cost $ 339.0  
Option Plan Shares | Merger Agreement with Genomic Health, Inc.    
Stock-based compensation    
Accelerated vesting, shares 34,348  
Restricted Shares and RSUs | Merger Agreement with Genomic Health, Inc.    
Stock-based compensation    
Accelerated vesting, shares 18,289  
v3.20.1
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Jun. 30, 2019
Valuation assumptions      
Risk-free interest rates, minimum (as a percent) 1.26% 2.54%  
Risk-free interest rates, maximum (as a percent) 1.47% 2.59%  
Expected volatility, minimum (as a percent) 65.67% 64.95%  
Expected volatility, maximum (as a percent) 65.71% 64.99%  
Option Plan Shares      
Valuation assumptions      
Expected term (in years) 6 years 1 month 24 days 6 years 3 months 10 days  
Dividend yield (as a percent) 0.00% 0.00%  
Weighted average fair value per share of options granted during the period (in dollars per share) $ 58.86 $ 57.11  
Restricted Shares and RSUs      
Restricted Shares and RSUs      
Outstanding at the beginning of the period (in shares) 4,384,005    
Granted (in shares) 1,701,650    
Released (in shares) (1,193,845)    
Forfeited (in shares) (68,540)    
Outstanding at the end of the period (in shares) 4,823,270    
Weighted Average Grant Date Fair Value      
Outstanding at the beginning of the period (in dollars per share) $ 63.30    
Granted (in dollars per share) 93.26    
Released (in dollars per share) 45.76    
Forfeited (in dollars per share) 74.29    
Outstanding at the end of the period (in dollars per share) $ 78.06    
Stock Plans      
Shares      
Outstanding at the beginning of the period (in shares) 2,700,293    
Granted (in shares) 309,143    
Exercised (in shares) (160,286)    
Forfeited (in shares) (8,558)    
Outstanding at the end of the period (in shares) 2,840,592    
Exercisable at the end of the period (in shares) 1,881,310    
Weighted Average Exercise Price      
Outstanding at the beginning of the period (in dollars per share) $ 34.01    
Granted (in dollars per share) 97.66    
Exercised (in dollars per share) 26.82    
Forfeited (in dollars per share) 71.52    
Outstanding at the end of the period (in dollars per share) 41.23    
Exercisable at the end of the period (in dollars per share) $ 27.95    
Weighted Average Remaining Contractual Term      
Outstanding at the end of the period 6 years 6 months   2 years 10 months 24 days
Exercisable at the end of the period 5 years 6 months    
Aggregate Intrinsic Value      
Outstanding at the end of the period $ 74,394    
Exercisable at the end of the period 63,816    
Total intrinsic value of options exercised $ 10,200 $ 16,100  
v3.20.1
NEW MARKET TAX CREDIT (Details) - New Market Tax Credit Program
$ in Millions
3 Months Ended
Jun. 30, 2015
USD ($)
facility
Disclosures related to New Market Tax Credit  
Net proceeds received from financing arrangements | $ $ 2.4
Number of facilities receiving working capital and capital improvements from financing agreements | facility 1
v3.20.1
DEBT - Loan Agreements (Details)
1 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2017
USD ($)
Mar. 31, 2020
USD ($)
employee
agreement
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Nov. 30, 2017
USD ($)
Long-term debt          
Timeframe when amount will be repaid through property taxes   2 years      
Construction Loan Agreement          
Long-term debt          
Face amount $ 25,600,000        
Amortization period 20 years        
Initial investment       $ 16,400,000  
Amount drawn from loan   $ 24,700,000 $ 25,000,000.0    
Interest incurred, accrued for as an interest reserve     700,000 $ 700,000  
Interest costs capitalized   700,000      
Debt Issuance Costs, Net   200,000      
Construction Loan Agreement | 1-month LIBOR          
Long-term debt          
Variable rate 2.25%        
Tax Increment Financing          
Long-term debt          
Face amount   $ 4,600,000      
Number of agreements | agreement   2      
Number of jobs required to create and maintain | employee   500      
Term   5 years      
Tax Increment Financing | Short-term other liabilities          
Long-term debt          
Proceeds from long term debt   $ 2,100,000 $ 2,700,000    
City Letter of Credit          
Long-term debt          
Interest-only payment, period 24 months        
City Letter of Credit | Construction Loan Agreement          
Long-term debt          
Maximum borrowing capacity         $ 600,000
v3.20.1
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash paid for amounts included in the measurement of liabilities    
Operating cash flows from operating leases $ 5,619 $ 1,098
Non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for new operating lease liabilities 1,254 $ 18,653
Accounting Standards Update 2016-02    
Non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,900  
v3.20.1
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]    
Right-of-use assets $ 124,369 $ 126,444
Additional amount to be recognized at lease commencement for the lease liability 127,000 126,600
Operating lease liabilities, current portion 8,663 7,891
Operating lease liabilities, less current portion $ 118,333 118,665
Weighted average discount rate 6.78%  
Weighted average lease term remaining on lease liabilities 9 years 6 months  
Amount funded towards construction costs   $ 11,300
v3.20.1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDIT (Details) - Wisconsin Economic Development Tax Credit Agreement
$ in Millions
3 Months Ended
Mar. 31, 2020
USD ($)
Mar. 31, 2019
USD ($)
Mar. 31, 2015
USD ($)
item
Agreements      
Refundable tax credits available, contingent on the Company expending $26.3 million in capital investments and establishing 758 full-time positions     $ 9.0
Capital investment expenditures over specified period, requirement to earn the refundable tax credits     $ 26.3
Full-time positions that must be created over a specified time period to earn the refundable tax credits | item     758
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed     7 years
Refundable tax credits earned $ 9.0    
Refundable tax credit received 5.9    
Refundable tax credit receivable 3.1    
Amortization of tax credits 0.6 $ 0.6  
Prepaid expenses and other current assets      
Agreements      
Refundable tax credit receivable 1.6    
Other long-term assets      
Agreements      
Refundable tax credit receivable 1.5    
Short-term other liabilities      
Agreements      
Refundable tax credit, offsetting liability $ 1.6    
v3.20.1
CONVERTIBLE NOTES (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Feb. 29, 2020
Dec. 31, 2019
Mar. 08, 2019
Jun. 12, 2018
Jan. 17, 2018
Convertible Notes            
Long-term debt            
Coupon Interest Rate           1.00%
Notes            
Long-term debt            
Coupon Interest Rate       0.375%    
Total Convertible notes $ 2,212,549   $ 1,162,549      
Less: Debt discount (667,228)   (342,463)      
Less: Debt issuance costs (31,015)   (16,481)      
Net convertible debt including current maturities $ 1,514,306   803,605      
2027 Convertible notes            
Long-term debt            
Coupon Interest Rate 0.375%          
Effective interest rate (as a percent) 6.30%          
Fair Value of Liability Component at Issuance $ 472,501          
Total Convertible notes 747,500   747,500      
Less: Debt discount $ (246,362)   (253,340)      
2025 Convertible notes            
Long-term debt            
Coupon Interest Rate 1.00%          
Effective interest rate (as a percent) 6.00%          
Fair Value of Liability Component at Issuance $ 227,103          
Total Convertible notes 315,049   415,049      
Less: Debt discount $ (64,721)   (89,123)      
Liability component         $ 654,800  
Equity component         $ 269,700  
2028 Convertible Notes            
Long-term debt            
Coupon Interest Rate 0.375% 0.375%        
Effective interest rate (as a percent) 5.20%          
Fair Value of Liability Component at Issuance $ 790,608          
Total Convertible notes 1,150,000   0      
Less: Debt discount $ (356,145)   $ 0      
v3.20.1
CONVERTIBLE NOTES - Unamortized discount and debt issuance costs (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Notes    
Convertible notes    
Unamortized discount $ 667,228 $ 342,463
Debt issuance costs, gross 31,015 16,481
2025 Convertible notes    
Convertible notes    
Unamortized discount 64,721 89,123
Debt issuance costs, gross 4,495 6,230
2027 Convertible notes    
Convertible notes    
Unamortized discount 246,362 253,340
Debt issuance costs, gross 9,899 10,251
2028 Convertible Notes    
Convertible notes    
Unamortized discount 356,145 0
Debt issuance costs, gross $ 16,621 $ 0
v3.20.1
CONVERTIBLE NOTES - Schedule of Underlying Equity and Liability Allocation of Transaction Costs (Details) - USD ($)
$ in Thousands
Feb. 29, 2020
Mar. 08, 2019
Jun. 12, 2018
Jan. 17, 2018
January 2025 Notes        
Long-term debt        
Transaction costs allocated to liability component       $ 13,569
Transaction costs allocated to equity component       5,340
Total transaction costs       $ 18,909
June 2025 Notes        
Long-term debt        
Transaction costs allocated to liability component     $ 5,052  
Transaction costs allocated to equity component     2,311  
Total transaction costs     $ 7,363  
2027 Notes        
Long-term debt        
Transaction costs allocated to liability component   $ 11,395    
Transaction costs allocated to equity component   6,632    
Total transaction costs   $ 18,027    
2028 Notes        
Long-term debt        
Transaction costs allocated to liability component $ 16,811      
Transaction costs allocated to equity component 7,642      
Total transaction costs $ 24,453      
v3.20.1
CONVERTIBLE NOTES - Additional information (Details)
1 Months Ended 3 Months Ended
Feb. 29, 2020
USD ($)
Mar. 08, 2019
USD ($)
Jun. 12, 2018
USD ($)
Jan. 17, 2018
USD ($)
Feb. 29, 2020
USD ($)
Mar. 31, 2019
USD ($)
shares
Mar. 31, 2020
USD ($)
$ / shares
shares
Mar. 31, 2019
USD ($)
Sep. 30, 2019
USD ($)
Long-term debt                  
Net proceeds from issuance             $ 1,125,547,000 $ 729,536,000  
Repayments of debt in cash             $ 150,054,000 493,355,000  
Issuance of common stock upon convertible notes settlement (in shares) | shares             2,159,716    
Shares issued to settle convertible notes               182,435,000  
Retirement of equity component of convertible notes settled             $ (64,199,000) (300,768,000)  
Closing price of common stock | $ / shares             $ 58.00    
Interest expense                  
Debt issuance costs amortization             $ 822,000 685,000  
Debt discount amortization             13,731,000 8,394,000  
Loss on settlement of convertible notes         $ 8,000,000.0 $ 10,600,000 7,954,000 10,558,000  
Coupon interest expense             1,932,000 2,108,000  
Interest Expense, Debt, Total             24,439,000 21,745,000  
Other interest expense             714,000 245,000  
Total interest expense             $ 25,153,000 21,990,000  
Convertible Notes                  
Long-term debt                  
Fixed interest rate (as a percent)       1.00%          
Net proceeds from issuance       $ 671,100,000          
Notes                  
Long-term debt                  
Amount issued and sold   $ 747,500,000              
Fixed interest rate (as a percent)   0.375%              
Net proceeds from issuance   $ 729,500,000              
Repurchase price, as percentage of principal amount, if company undergoes change of control             100    
2025 Notes                  
Long-term debt                  
Repayments of Debt           493,400,000      
Total consideration, allocated to liability component $ 85,500,000       85,500,000       $ 375,000,000.0
Retirement of equity component of convertible notes settled 64,200,000             $ 300,800,000  
Debt instrument, convertible, equity component, tax impact         300,000        
Amount used to pay off interest accrued         100,000 700,000      
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)             13.26    
Conversion price (in dollars per share) | $ / shares             $ 75.43    
2027 Notes                  
Long-term debt                  
Repayments of debt in cash           $ 494,100,000      
Issuance of common stock upon convertible notes settlement (in shares) | shares           2,200,000      
Shares issued to settle convertible notes           $ 182,400,000      
Total consideration           $ 676,500,000      
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)             8.96    
Conversion price (in dollars per share) | $ / shares             $ 111.66    
Total transaction costs   18,027,000              
Transaction costs allocated to liability component   $ 11,395,000              
2028 Convertible Notes                  
Long-term debt                  
Amount issued and sold $ 1,150,000,000.0       $ 1,150,000,000.0        
Fixed interest rate (as a percent) 0.375%       0.375%   0.375%    
Net proceeds from issuance         $ 1,125,600,000        
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)             8.21    
Conversion price (in dollars per share) | $ / shares             $ 121.84    
Total transaction costs $ 24,453,000                
Transaction costs allocated to liability component $ 16,811,000                
Interest expense amortization term             7 years 11 months 1 day    
January 2018 Notes                  
Long-term debt                  
Amount issued and sold       $ 690,000,000.0          
Fixed interest rate (as a percent)       1.00%          
June 2018 Notes                  
Long-term debt                  
Amount issued and sold     $ 218,500,000            
Fixed interest rate (as a percent)     1.00%            
Net proceeds from issuance     $ 225,300,000            
2027 Convertible notes                  
Long-term debt                  
Fixed interest rate (as a percent)             0.375%    
Interest expense amortization term             6 years 11 months 15 days    
2025 Convertible notes                  
Long-term debt                  
Fixed interest rate (as a percent)             1.00%    
Repayments of debt in cash         150,100,000        
Amount of debt extinguished         $ 100,000,000.0        
Interest expense amortization term             4 years 9 months 18 days    
v3.20.1
BUSINESS COMBINATIONS - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 03, 2020
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Business Acquisition [Line Items]        
Cash payments to acquire business, net of cash acquired   $ 6,807 $ 0  
Equity interests issued or issuable to previous investors $ 8,400      
Acquired developed technology        
Business Acquisition [Line Items]        
Developed technology useful life (in years)   9 years 8 months 12 days   9 years 10 months 24 days
Paradigm & Viomics        
Business Acquisition [Line Items]        
Business combination, consideration transferred 40,500      
Cash payments to acquire business, net of cash acquired 8,300      
Issuance of common stock to acquire business $ 32,200 $ 28,600    
Amount of shares held for future issuance   $ 3,600    
Equity interests issued or issuable to previous investors, vesting period   4 years    
Paradigm & Viomics | Acquired developed technology        
Business Acquisition [Line Items]        
Developed technology useful life (in years) 15 years      
v3.20.1
BUSINESS COMBINATIONS - Schedule of Assets Acquired and Liabilities Assumed From Paradigm Diagnostics Acquisition (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Mar. 03, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]        
Goodwill $ 1,237,161   $ 1,203,197 $ 17,279
Paradigm & Viomics        
Business Acquisition [Line Items]        
Net operating assets   $ 6,133    
Goodwill $ 29,700 29,695    
Developed technology   7,800    
Net operating liabilities   (3,123)    
Total purchase price   $ 40,505    
v3.20.1
Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 347,821 $ 162,043
United States    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue 326,885 162,043
Outside of United States    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 20,936 $ 0
v3.20.1
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Income tax benefit (expense) $ (1,732) $ (470)  
Deferred tax liabilities 27,600    
Unrecognized tax benefits $ 10,800   $ 10,200
v3.20.1
SUBSEQUENT EVENTS (Details)
$ in Millions
Apr. 10, 2020
USD ($)
Subsequent Event  
Subsequent Event [Line Items]  
Coronavirus, aid, relief, and economic securities act, funds received $ 23.7