EXACT SCIENCES CORP, 10-Q filed on 7/30/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Jul. 29, 2019
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2019  
Entity File Number 001-35092  
Entity Registrant Name EXACT SCIENCES CORP  
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  
Trading Symbol EXAS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current 1 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 2019  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001124140  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   129,485,303
v3.19.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2019
Dec. 31, 2018
Current Assets:    
Cash and cash equivalents $ 205,058 $ 160,430
Marketable securities 1,034,364 963,752
Accounts receivable, net 63,903 45,329
Inventory, net 47,781 39,148
Prepaid expenses and other current assets 23,690 19,408
Total current assets 1,374,796 1,228,067
Long-term Assets:    
Property, plant and equipment, net 335,499 245,259
Goodwill and intangibles, net 45,046 46,281
Other long-term assets, net 26,602 4,415
Total assets 1,781,943 1,524,022
Current Liabilities:    
Accounts payable 19,896 28,141
Accrued liabilities 151,009 100,644
Accrued interest 2,870 4,172
Convertible notes, net, current portion 311,598  
Debt, current portion 415 8
Other short-term liabilities 6,675 3,204
Total current liabilities 492,463 136,169
Long-term convertible notes, net, less current portion 469,595 664,749
Long-term debt, less current portion 24,429 24,494
Other long-term liabilities 29,924 17,669
Total liabilities 1,016,411 843,081
Commitments and contingencies
Stockholders' Equity:    
Preferred stock, $0.01 par value Authorized-5,000,000 shares issued and outstanding-no shares at June 30, 2019 and December 31, 2018
Common stock, $0.01 par value Authorized-200,000,000 shares issued and outstanding-129,361,048 and 123,192,540 shares at June 30, 2019 and December 31, 2018 1,295 1,232
Additional paid-in capital 1,919,719 1,716,894
Accumulated other comprehensive income (loss) 1,760 (1,422)
Accumulated deficit (1,157,242) (1,035,763)
Total stockholders' equity 765,532 680,941
Total liabilities and stockholders' equity $ 1,781,943 $ 1,524,022
v3.19.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, Authorized shares 5,000,000 5,000,000
Preferred stock, Issued shares 0 0
Preferred stock, outstanding shares 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, Authorized shares 200,000,000 200,000,000
Common stock, Issued shares 129,361,048 123,192,540
Common stock, outstanding shares 129,361,048 123,192,540
v3.19.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Revenue $ 199,870,000 $ 102,894,000 $ 361,913,000 $ 193,190,000
Cost of sales 51,563,000 26,888,000 94,815,000 49,802,000
Gross margin 148,307,000 76,006,000 267,098,000 143,388,000
Operating expenses:        
Research and development 30,203,000 14,712,000 62,219,000 29,647,000
General and administrative 63,734,000 39,565,000 127,764,000 75,132,000
Sales and marketing 88,190,000 54,431,000 179,129,000 107,839,000
Total operating expenses 182,127,000 108,708,000 369,112,000 212,618,000
Loss from operations (33,820,000) (32,702,000) (102,014,000) (69,230,000)
Other income (expense)        
Investment income 7,669,000 4,917,000 14,324,000 8,590,000
Interest expense (12,712,000) (8,603,000) (34,702,000) (15,113,000)
Total other expense (5,043,000) (3,686,000) (20,378,000) (6,523,000)
Net loss before tax (38,863,000) (36,388,000) (122,392,000) (75,753,000)
Income tax benefit (expense) 443,000 1,000 913,000 (58,000)
Net loss $ (38,420,000) $ (36,387,000) $ (121,479,000) $ (75,811,000)
Net loss per share-basic and diluted (in dollars per share) $ (0.30) $ (0.30) $ (0.95) $ (0.62)
Weighted average common shares outstanding-basic and diluted (in shares) 129,182 122,129 127,723 121,578
v3.19.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Net loss $ (38,420) $ (36,387) $ (121,479) $ (75,811)
Other comprehensive loss, before tax:        
Unrealized gain (loss) on available-for-sale investments 1,952 476 4,128 (1,130)
Foreign currency translation gain (82) (18) 38 2
Comprehensive loss, before tax (36,550) (35,929) (117,313) (76,939)
Income tax expense related to items of other comprehensive loss (464)   (984)  
Comprehensive loss, net of tax $ (37,014) $ (35,929) $ (118,297) $ (76,939)
v3.19.2
Condensed Consolidated Statements of Stockholders Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Total
Balance at Dec. 31, 2017 $ 1,205 $ 1,380,577 $ (750) $ (860,614) $ 520,418
Balance (in shares) at Dec. 31, 2017 120,497,426        
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of issuance costs   189,456     189,456
Exercise of common stock options $ 4 1,387     1,391
Exercise of common stock options (in shares) 420,129        
Issuance of common stock to fund the Company's 401(k) match $ 1 4,299     4,300
Issuance of common stock to fund the Company's 401(k) match (in shares) 86,828        
Compensation expense related to issuance of stock options and restricted stock awards $ 9 12,454     12,463
Compensation expense related to issuance of stock options and restricted stock awards (in shares) 862,376        
Net loss       (39,424) (39,424)
Accumulated other comprehensive loss     (1,586)   (1,586)
Balance at Mar. 31, 2018 $ 1,219 1,588,173 (2,336) (900,038) 687,018
Balance (in shares) at Mar. 31, 2018 121,866,759        
Balance at Dec. 31, 2017 $ 1,205 1,380,577 (750) (860,614) 520,418
Balance (in shares) at Dec. 31, 2017 120,497,426        
Increase (Decrease) in Stockholders' Equity          
Net loss         (75,811)
Accumulated other comprehensive loss         (1,128)
Balance at Jun. 30, 2018 $ 1,226 1,681,465 (1,878) (936,425) 744,388
Balance (in shares) at Jun. 30, 2018 122,604,714        
Balance at Mar. 31, 2018 $ 1,219 1,588,173 (2,336) (900,038) 687,018
Balance (in shares) at Mar. 31, 2018 121,866,759        
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of issuance costs   70,788     70,788
Exercise of common stock options $ 3 4,250     4,253
Exercise of common stock options (in shares) 365,566        
Issuance of common stock to fund the Company's 401(k) match   3     3
Issuance of common stock to fund the Company's 401(k) match (in shares) 54        
Compensation expense related to issuance of stock options and restricted stock awards $ 1 15,592     15,593
Compensation expense related to issuance of stock options and restricted stock awards (in shares) 87,322        
Purchase of employee stock purchase plan shares $ 3 2,659     2,662
Purchase of employee stock purchase plan shares (in shares) 285,013        
Net loss       (36,387) (36,387)
Accumulated other comprehensive loss     458   458
Balance at Jun. 30, 2018 $ 1,226 1,681,465 (1,878) (936,425) 744,388
Balance (in shares) at Jun. 30, 2018 122,604,714        
Balance at Dec. 31, 2018 $ 1,232 1,716,894 (1,422) (1,035,763) $ 680,941
Balance (in shares) at Dec. 31, 2018 123,192,540       123,192,540
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of issuance costs   268,390     $ 268,390
Shares issued to settle convertible notes $ 22 182,413     182,435
Shares issued to settle convertible notes (in shares) 2,158,991        
Settlement of convertible notes   (300,768)     (300,768)
Exercise of common stock options $ 2 3,648     3,650
Exercise of common stock options (in shares) 235,278        
Issuance of common stock to fund the Company's 401(k) match $ 1 7,408     7,409
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 $ 35 16,131     16,166
Compensation expense related to issuance of stock options and restricted stock awards (in shares) 3,410,481        
Net loss       (83,059) (83,059)
Accumulated other comprehensive loss     1,776   1,776
Balance at Mar. 31, 2019 $ 1,292 1,894,116 354 (1,118,822) 776,940
Balance (in shares) at Mar. 31, 2019 129,083,822        
Balance at Dec. 31, 2018 $ 1,232 1,716,894 (1,422) (1,035,763) $ 680,941
Balance (in shares) at Dec. 31, 2018 123,192,540       123,192,540
Increase (Decrease) in Stockholders' Equity          
Shares issued to settle convertible notes         $ 182,435
Shares issued to settle convertible notes (in shares)         2,158,991
Net loss         $ (121,479)
Balance at Jun. 30, 2019 $ 1,295 1,919,719 1,760 (1,157,242) $ 765,532
Balance (in shares) at Jun. 30, 2019 129,361,048       129,361,048
Balance at Mar. 31, 2019 $ 1,292 1,894,116 354 (1,118,822) $ 776,940
Balance (in shares) at Mar. 31, 2019 129,083,822        
Increase (Decrease) in Stockholders' Equity          
Equity component of convertible notes, net of issuance costs   (22)     (22)
Exercise of common stock options $ 1 1,347     1,348
Exercise of common stock options (in shares) 78,793        
Compensation expense related to issuance of stock options and restricted stock awards $ 1 20,142     20,143
Compensation expense related to issuance of stock options and restricted stock awards (in shares) 104,845        
Purchase of employee stock purchase plan shares $ 1 4,136     4,137
Purchase of employee stock purchase plan shares (in shares) 93,588        
Net loss       (38,420) (38,420)
Accumulated other comprehensive loss     1,406   1,406
Balance at Jun. 30, 2019 $ 1,295 $ 1,919,719 $ 1,760 $ (1,157,242) $ 765,532
Balance (in shares) at Jun. 30, 2019 129,361,048       129,361,048
v3.19.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash flows from operating activities:    
Net loss $ (121,479) $ (75,811)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization of property, plant and equipment 13,399 8,808
Loss on disposal of property, plant and equipment 211 96
Deferred tax benefit (984)  
Stock-based compensation 36,309 28,056
Loss on settlement of convertible notes 10,558  
Non-cash lease expense 1,762  
Amortization of liabilities 18,483 10,655
Amortization of premium on short-term investments (2,580) (1,392)
Amortization of intangible assets 1,615 1,228
Changes in assets and liabilities:    
Accrued interest (1,302) 4,154
Accounts receivable, net (18,574) (9,849)
Inventory, net (8,633) (9,382)
Prepaid expenses and other current assets (4,282) (6,410)
Accounts payable (8,245) (5,143)
Accrued liabilities 33,487 (9,798)
Other short-term liabilities 84 69
Other long-term liabilities 16,980 683
Other long-term assets (24,055)  
Net cash used in operating activities (57,246) (64,036)
Cash flows from investing activities:    
Purchases of marketable securities (511,587) (894,856)
Maturities of marketable securities 447,674 245,842
Purchases of property, plant and equipment (79,448) (44,364)
Internally developed software (380) (131)
Net cash used in investing activities (143,741) (693,509)
Cash flows from financing activities:    
Proceeds from issuance of convertible notes, net 729,479 896,425
Proceeds from exercise of common stock options 4,998 5,645
Proceeds in connection with the Company's employee stock purchase plan 4,137 2,661
Payments on settlement of convertible notes (493,356)  
Payments of deferred financing costs   (24)
Proceeds from construction loan 319 1,097
Payments on mortgage payable   (90)
Net cash provided by financing activities 245,577 905,714
Effects of exchange rate changes on cash and cash equivalents 38 2
Net increase in cash and cash equivalents 44,628 148,171
Cash and cash equivalents, beginning of period 160,430 77,491
Cash and cash equivalents, end of period 205,058 225,662
Supplemental disclosure of non-cash investing and financing activities:    
Property, plant and equipment acquired but not paid 24,402 25,021
Unrealized gain (loss) on available-for-sale investments, before tax 4,128 (1,130)
Issuance of 86,532 and 86,882 shares of common stock to fund the Company's 401(k) matching contribution for 2018 and 2017, respectively 7,409 4,303
Issuance of 2,158,991 shares of common stock upon settlement of convertible notes 182,435  
Retirement of equity component of convertible notes settled (300,768)  
Interest paid $ 5,388 $ 97
v3.19.2
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares
6 Months Ended
Jun. 30, 2018
Jun. 30, 2017
Issuance of shares of common stock to fund the Company's 401(k) matching contribution 86,532 86,882
v3.19.2
ORGANIZATION AND BASIS OF PRESENTATION
6 Months Ended
Jun. 30, 2019
ORGANIZATION AND BASIS OF PRESENTATION

(1) ORGANIZATION AND BASIS OF PRESENTATION

Organization

Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. Exact is a molecular diagnostics company currently focused on the early detection and prevention of some of the deadliest forms of cancer. The Company has developed an accurate, non-invasive, patient-friendly screening test called Cologuard® for the early detection of colorectal cancer and pre-cancer and is currently working on the development of additional tests for other types of cancer, with the goal of becoming a leader in cancer screening and diagnostics.

Basis of Presentation

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, 2018 included in the Company’s Annual Report on Form 10-K (the “2018 Form 10-K”). 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, all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair presentation of the results of operations have been included. 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 2018 Form 10-K. Management has evaluated subsequent events for disclosure or recognition in the accompanying financial statements up to the filing of this report.

v3.19.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2019
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company’s wholly owned subsidiaries and variable interest entities. See Note 7 for the discussion of financing arrangements involving certain entities that are variable interest entities that are included in the Company’s condensed consolidated financial statements. All significant intercompany transactions and balances have been eliminated in consolidation.

References to “Exact”, “we”, “us”, “our”, or the “Company” refer to Exact Sciences Corporation and its wholly owned subsidiaries.

Use of Estimates

The preparation of 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. Actual results could differ from those estimates.

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. The Company had no restricted cash at June 30, 2019 or December 31, 2018.

Investments

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. Marketable equity securities and debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of tax, reported in other comprehensive income. 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. Realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are included in investment income. 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.

At June 30, 2019 and December 31, 2018, the Company’s marketable securities were comprised of fixed income investments, and all were deemed available-for-sale. The objectives of the Company’s investment strategy are to provide liquidity and safety of principal while striving to achieve the highest rate of return consistent with these two objectives. 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. All of the Company’s investments are considered current. Realized gains were $0.3 million and $0.1 million, net of insignificant realized losses, for the six months ended June 30, 2019 and 2018, respectively, and are included in investment income.

The Company periodically reviews investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, the Company’s intent not to sell the security, and whether it is more likely than not that the Company will have to sell the security before recovery of its cost basis. For the six months ended June 30, 2019, no investments were identified with other-than-temporary declines in value.

Available-for-sale securities at June 30, 2019 consisted of the following:

June 30, 2019

    

    

Gains in Accumulated

    

Losses in Accumulated

    

Other Comprehensive

Other Comprehensive

Estimated Fair

(In thousands)

Amortized Cost

Income (Loss) (1)

Income (Loss) (1)

Value

Marketable securities

Corporate bonds

$

447,169

$

1,368

$

(6)

$

448,531

Asset backed securities

 

291,973

899

(18)

 

292,854

U.S. government agency securities

 

219,811

362

 

220,173

Commercial paper

 

16,899

(1)

 

16,898

Certificates of deposit

 

55,781

128

(1)

 

55,908

Total available-for-sale securities

$

1,031,633

$

2,757

$

(26)

$

1,034,364

(1)Gains and losses in accumulated other comprehensive income (loss) are reported before tax impact.

Available-for-sale securities at December 31, 2018 consisted of the following:

December 31, 2018

    

    

Gains in Accumulated

    

Losses in Accumulated

    

Other Comprehensive

Other Comprehensive

Estimated Fair

(In thousands)

Amortized Cost

Income (Loss) (1)

Income (Loss) (1)

Value

Corporate bonds

$

392,973

$

33

$

(719)

$

392,287

Asset backed securities

 

277,537

30

(568)

 

276,999

U.S. government agency securities

 

250,606

43

(178)

 

250,471

Commercial paper

12,158

(7)

12,151

Certificates of deposit

 

31,875

(31)

 

31,844

Total available-for-sale securities

$

965,149

$

106

$

(1,503)

$

963,752

(1)Gains and losses in accumulated other comprehensive income (loss) are reported before tax impact.

Changes in Accumulated Other Comprehensive Income (Loss)

The amount recognized in accumulated other comprehensive income (loss) (“AOCI”) for the six months ended June 30, 2019 were as follows:

Foreign

Unrealized

Accumulated

Currency

Gain (Loss)

Other

Translation

on Marketable

Comprehensive

(In thousands)

    

Adjustments

    

Securities

    

Income (Loss)

Balance at December 31, 2018

$

(25)

$

(1,397)

$

(1,422)

Other comprehensive income (loss) before reclassifications

 

38

 

3,784

 

3,822

Amounts reclassified from accumulated other comprehensive loss

 

 

344

 

344

Net current period change in accumulated other comprehensive loss, before tax

 

38

 

4,128

 

4,166

Income tax expense related to items of other comprehensive income

(984)

(984)

Balance at June 30, 2019

$

13

$

1,747

$

1,760

The amounts recognized in AOCI for the six months ended June 30, 2018 were as follows:

Accumulated

Cumulative

Unrealized

Other

Translation

Gain (Loss)

Comprehensive

(In thousands)

    

Adjustment

    

on Securities

    

Income (Loss)

Balance at December 31, 2017

$

(61)

$

(689)

$

(750)

Other comprehensive loss before reclassifications

 

2

 

(1,244)

 

(1,242)

Amounts reclassified from accumulated other comprehensive loss

 

 

114

 

114

Net current period change in accumulated other comprehensive loss

 

2

 

(1,130)

 

(1,128)

Balance at June 30, 2018

$

(59)

$

(1,819)

$

(1,878)

Amounts reclassified from AOCI for the six months ended June 30, 2019 and 2018 were as follows:

 

Affected Line Item in the

 

Six Months Ended June 30,

Details about AOCI Components (In thousands)

Statements of Operations

2019

2018

Change in value of available-for-sale investments

Sales and maturities of available-for-sale investments

 

Investment income

$

344

$

114

Total reclassifications

$

344

$

114

Property, Plant and Equipment

Property 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. Maintenance and repairs are expensed when incurred; additions and improvements are capitalized. The estimated useful lives of property and equipment are as follows:

Estimated

June 30,

December 31,

(In thousands)

Useful Life

2019

2018

Property, plant and equipment

Land

(1)

$

4,466

$

4,466

Leasehold and building improvements

(2)

59,796

38,895

Land improvements

15 years

1,766

1,530

Buildings

30 years

18,086

7,928

Computer equipment and computer software

3 years

38,225

36,969

Laboratory equipment

3 - 10 years

 

66,347

 

37,518

Furniture and fixtures

3 years

 

11,267

 

8,353

Assets under construction

(3)

206,120

167,462

Property, plant and equipment, at cost

406,073

303,121

Accumulated depreciation

(70,574)

(57,862)

Property, plant and equipment, net

$

335,499

$

245,259

(1)Not depreciated.
(2)Lesser of remaining lease term, building life, or useful life.
(3)Not depreciated until placed into service.

Depreciation expense for the six months ended June 30, 2019 and 2018 was $13.4 million and $8.8 million, respectively.

At June 30, 2019, the Company had $206.1 million of assets under construction which consisted of $25.9 million related to laboratory equipment, $166.4 million related to leasehold and building improvements, and $13.8 million related to computer equipment and computer software projects. Depreciation will begin on these assets once they are placed into service. The Company expects to incur an additional $8.3 million to complete the laboratory equipment, $96.5 million to complete the building projects, and $3.3 million to complete the computer equipment and computer software projects. These projects are expected to be completed throughout 2019, 2020 and 2021. The Company assesses its long-lived assets, consisting primarily of property, plant and equipment, for impairment when material events and changes in circumstances indicate that the carrying value may not be recoverable. There were no impairment losses for the periods ended June 30, 2019 and December 31, 2018.

Software Capitalization Policy

Software development costs related to internal use software are incurred in three stages of development: 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.

Patent Costs, Intangible Assets and Goodwill

Goodwill and Intangible assets consisted of the following:

June 30,

December 31,

(In thousands)

    

2019

    

2018

Finite-lived intangible assets

Finite-lived intangible assets

$

33,171

$

33,058

Less: Accumulated amortization

(5,722)

(4,107)

Finite-lived intangible assets, net

27,449

28,951

Internally developed technology in process

318

51

Total finite-lived intangible assets, net

27,767

29,002

Goodwill

17,279

17,279

Goodwill and intangible assets, net

$

45,046

$

46,281

Finite-Lived Intangible Assets

The following table summarizes the net-book-value and estimated remaining life of the Company’s finite-lived intangible assets as of June 30, 2019:

Weighted

Net Balance at

Average

June 30,

Remaining

(In thousands)

    

2019

    

Life (Years)

Trade name

$

665

14.3

Customer relationships

2,566

14.3

Patents

17,846

9.2

Acquired developed technology

5,836

13.3

Internally developed technology

536

2.4

Total

$

27,449

As of June 30, 2019, 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)

    

    

2019

$

1,614

2020

 

3,231

2021

 

3,129

2022

 

2,967

2023

 

2,953

Thereafter

 

13,555

$

27,449

The Company reviews long-lived assets and identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be 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 periods ended June 30, 2019 and December 31, 2018.

Patent costs, which have historically consisted of related legal fees, are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the patent costs incurred. 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 below, the Company determined that all patent costs incurred during the six months ended June 30, 2019 and 2018 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined.

Under a technology license and royalty agreement entered into with MDx Health (“MDx”), dated July 26, 2010 (as subsequently amended, the “MDx License Agreement”), the Company was required to pay MDx milestone-based royalties on sales of products or services covered by the licensed intellectual property. Once the achievement of a milestone occurred or was considered probable, an intangible asset and corresponding liability was reported in goodwill and intangible assets and accrued liabilities, respectively. The liability was relieved once the milestone was achieved and payment made. The intangible asset is being amortized over the estimated ten-years useful life of the licensed intellectual property through 2024, and such amortization is reported in cost of sales. Payment for all remaining milestones under the MDx License Agreement was made as part of the Royalty Buy-Out Agreement described below.

Effective April 2017, the Company and MDx entered into a royalty buy-out agreement (“Royalty Buy-Out Agreement”), which terminated the MDx License Agreement. Pursuant to the Royalty Buy-Out Agreement, the Company paid MDx a one-time fee of $8.0 million in exchange for an assignment of certain patents covered by the MDx License Agreement and the elimination of all ongoing royalties and other payments by the Company to MDx under the MDx License Agreement. Also included in the Royalty Buy-Out Agreement is a mutual release of liabilities, which includes all amounts previously accrued under the MDx License Agreement. Concurrently with entering into the Royalty Buy-Out Agreement, the Company entered into a patent purchase agreement (“Patent Purchase Agreement”) with MDx under which it paid MDx an additional $7.0 million in exchange for the assignment of certain other patent rights that were not covered by the MDx License Agreement. The total $15.0 million paid by the Company pursuant to the Royalty Buy-Out Agreement and Patent Purchase Agreement, net of liabilities relieved of $6.6 million, was recorded as an intangible asset and is being amortized over the estimated remaining useful life of the licensed intellectual property through 2024, and such amortization is reported in cost of sales. The $6.6 million of liabilities relieved were related to historical milestones and accrued royalties under the MDx License Agreement.

As of June 30, 2019, and December 31, 2018, an intangible asset of $7.0 million and $7.7 million, respectively, related to historical milestone payments made under the MDx License Agreement and intangible assets acquired as part of the Royalty Buy-Out Agreement and Patent Purchase Agreement is reported in net goodwill and intangible assets on the Company’s condensed consolidated financial statements. Amortization expense was $0.3 million and $0.3 million for the three months ended June 30, 2019 and 2018, respectively. Amortization expense was $0.7 million and $0.7 million for the six months ended June 30, 2019 and 2018, respectively.

In December 2017, the Company entered into an asset purchase agreement (the “Armune Purchase Agreement”) with Armune BioScience, Inc. (“Armune”), pursuant to which the Company acquired intellectual property and certain other assets underlying Armune’s APIFINY®, APIFINY® PRO and APIFINY® ACTIVE SURVEILLANCE prostate cancer diagnostic tests. The Company has utilized the Armune assets in its research and development program. The total consideration was comprised of an up-front cash payment of $12.0 million and $17.5 million in contingent payment obligations that will become payable upon the Company’s achievement of development and commercial milestones using the acquired intellectual property. The satisfaction of these milestones is subject to many risks and is therefore uncertain.  The Company will not record the contingent consideration until it is probable that the milestones will be met.  There is no other consideration due to Armune beyond the milestone payments and the Company is not subject to future royalty obligations should a product be developed and commercialized. In connection with the Armune Purchase Agreement, Armune terminated a license agreement pursuant to which it licensed certain patent rights and know-how from the Regents of the University of Michigan (“University of Michigan”), and the Company entered into a license agreement with the University of Michigan with respect to such patent rights and know-how, as well as certain additional intellectual property rights. Pursuant to the Company’s agreement with the University of Michigan, it is required to pay the University of Michigan a low single-digit royalty on its net sales of products using the licensed intellectual property.

The Company accounted for the transaction as an asset acquisition under GAAP. The asset is comprised of a portfolio of biomarkers, related technology and know-how, which is a group of complementary assets concentrated in a single identifiable asset.  The transaction costs directly related to the asset acquisition were added to the asset in accordance with GAAP.  As such, the collective asset value from the acquisition resulted in an intangible asset of $12.2 million.  The intellectual property asset, which includes related transaction costs, is being amortized on a straight-line basis over the period the Company expects to be benefited, which is in line with the legal life of the patents acquired. The Company capitalized these costs as there is a reasonable expectation that the assets acquired will be used in an alternative manner in the future, that is not contingent on future development subsequent to acquisition, and the Company anticipates there to be economic benefit from these alternative uses. For the three and six months ended June 30, 2019, the Company recorded amortization expense of $0.2 million and $0.5 million, respectively. For the three and six months ended June 30, 2018, the Company recorded amortization expense of $0.2 million and $0.5 million, respectively. At June 30, 2019 and December 31, 2018, the net balance of $10.8 million and $11.3 million, respectively, is reported in net goodwill and intangible assets in the Company’s condensed consolidated balance sheet.

In August 2017, the Company acquired all of the equity interests of Sampleminded, Inc. (“Sampleminded”). As a result of the acquisition, the Company recorded an intangible asset of $1.0 million, which was comprised of developed technology acquired of $0.9 million, customer relationships of $0.1 million, and non-compete agreements of $32,000. The intangible assets acquired are being amortized over the remaining useful life, which was determined to be eight years for developed technology acquired, three years for customer relationships, and five years for non-compete agreements. For the three months ended June 30, 2019 and 2018, the Company recorded amortization expense of $36,000 and $36,000, respectively. For the six months ended June 30, 2019 and 2018, the Company recorded amortization expense of $0.1 million and $0.1 million, respectively. At June 30, 2019 and December 31, 2018, the net balance of $0.7 million and $0.8 million, respectively, is reported in net intangible assets in the Company’s condensed consolidated balance sheets.

As more fully described in the 2018 Form 10-K, in October 2018, the Company completed a full acquisition of Biomatrica, Inc. (“Biomatrica”, and the “Biomatrica Acquisition”). As a result of the Biomatrica Acquisition, the Company recorded an intangible asset of $8.8 million which was comprised of acquired developed technology of $5.4 million, customer relationships of $2.7 million, and trade names of $0.7 million. The intangible assets acquired are being amortized over the remaining useful life, which was determined to be fifteen years for the acquired developed technology, fifteen years for the customer relationships, and fifteen years for the trade names. For the three and six months ended June 30, 2019, the Company recorded amortization expense of $0.1 million and $0.3 million, respectively. At June 30, 2019 and December 31, 2018, the net balance of $8.4 million and $8.7 million, respectively, is reported in net goodwill and intangible assets in the Company’s condensed consolidated balance sheets.

Goodwill

In 2018, the Company recognized goodwill of $15.3 million from the acquisition of Biomatrica. Goodwill is reported in net goodwill and intangible assets in the Company’s condensed consolidated balance sheet. The Company evaluates goodwill impairment on an annual basis, or more frequently should an event or change in circumstance occur that indicates the carrying amount is in excess of the fair value. There were no impairment losses for the periods ended June 30, 2019 and December 31, 2018.

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:

June 30,

(In thousands)

    

2019

    

2018

Shares issuable upon exercise of stock options

 

2,387

 

2,918

Shares issuable upon the release of restricted stock awards

 

4,123

 

6,312

Shares issuable upon conversion of convertible notes

 

12,197

 

12,044

 

18,707

 

21,274

Revenue Recognition

The Company’s revenue is primarily generated by screening services using its Cologuard test, and the service is completed upon delivery of a patient’s test result to the ordering physician. The Company accounts for revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), which it adopted on January 1, 2018, using the modified retrospective method, which it elected to apply to all contracts. Application of the modified retrospective method did not impact amounts previously reported by the Company, nor did it require a cumulative effect adjustment upon adoption, as the Company’s method of recognizing revenue under ASC 606 was analogous to the method utilized immediately prior to adoption. Accordingly, there is no need for the Company to disclose the amount by which each financial statement line item was affected as a result of applying the new standard and an explanation of significant changes.

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 revenue from its Cologuard test in accordance with that core principle, and key aspects considered by the Company include the following:

Contracts

The Company’s customer is the patient. However, the Company does not enter into a formal reimbursement contract with a patient, as formal reimbursement contracts, including a national coverage determination for Cologuard by the Centers for Medicare and Medicaid Services (“CMS”), are established with payers. 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 physician and the return of a sample by the patient.
The Company is obligated to perform its laboratory services upon receipt of a sample from a patient, 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, unless the patient is a self-pay patient, whereby the Company requires payment from the patient prior to the Company shipping a collection kit to the patient.
Once the Company delivers a patient’s test result to the ordering physician the contract with a patient has commercial substance, as the Company is legally able to collect payment and bill an insurer and/or patient and 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 delivery of a patient’s Cologuard test result to the ordering physician. The duration of time between sample receipt and delivery of a valid test result to the ordering physician is typically less than two weeks. Accordingly, the Company elects the practical expedient and therefore, the Company does not disclose the value of unsatisfied performance obligations.

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, though the variability is not explicitly stated in any contract. Rather, the implied variability is due to several factors, such as the amount of contractual adjustments, any patient co-payments, deductibles or patient compliance 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 $1.8 million and $3.4 million for the three months ended June 30, 2019 and 2018, respectively. Revenue recognized from changes in transaction prices was $3.4 million and $11.9 million for the six months ended June 30, 2019 and 2018, 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 consideration than it originally estimated for a contract with a patient, it will account for the change as an increase in the estimate of the transaction price (i.e., an upward revenue adjustment) in the period identified. Similarly, if the Company subsequently determines that the amount it expects to collect from a patient is less than it originally estimated, it will generally account for the change as a decrease in the estimate of the transaction price (i.e., a downward revenue adjustment), provided that such downward adjustment does not result in a significant reversal of cumulative revenue recognized.

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 delivery of a patient’s Cologuard test result to the ordering physician, 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 delivered to the patient’s ordering physician. The Company considers this date to be the time at which the patient obtains control of the promised Cologuard test service.

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source for the three and six months ended June 30, 2019 and 2018, respectively:

Three Months Ended June 30,

(In thousands)

    

2019

    

2018

Medicare Parts B & C

$

103,569

$

59,706

Commercial

88,818

39,589

Other

7,483

3,599

Total

$

199,870

$

102,894

Six Months Ended June 30,

(In thousands)

    

2019

    

2018

Medicare Parts B & C

$

186,486

$

112,181

Commercial

162,169

74,423

Other

13,258

6,586

Total

$

361,913

$

193,190

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 delivery of a patient’s test result to the ordering physician, resulting in an account receivable. However, the Company sometimes receives advance payment from a patient, particularly a self-pay patient, before a Cologuard test result is completed, resulting in deferred revenue. The deferred revenue balance is relieved upon delivery of the applicable patient’s test result to the ordering physician. Changes in accounts receivable and deferred revenue were not materially impacted by any other factors.

Deferred revenue balances are reported in other short-term liabilities in the Company’s condensed consolidated balance sheets and were $0.7 million and $0.5 million as of June 30, 2019 and December 31, 2018, respectively.

Revenue recognized for the three months ended June 30, 2019 and 2018, which was included in the deferred revenue balance at the beginning of each period was $0.2 million and $0.1 million, respectively. Revenue recognized for the six months ended June 30, 2019 and 2018, which was included in the deferred revenue balance at the beginning of each period was $0.3 million and $0.1 million, respectively.

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. compliance reminder letters). These costs are expensed as incurred and recorded within general and administrative expenses in the Company’s condensed consolidated statements of operations.

Inventory

Inventory is stated at the lower of cost or market value (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 or has a cost basis in excess of its estimated net realizable value and records a charge to cost of sales for such inventory, as appropriate. In addition, the materials used in performing Cologuard tests are subject to strict quality control and monitoring which the Company performs throughout the manufacturing process. If certain batches or units of product no longer meet quality specifications or become obsolete due to expiration, the Company records a charge to cost of sales to write down such unmarketable inventory to its estimated net realizable value.

Direct and indirect manufacturing costs incurred during process validation and 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:

June 30,

December 31,

(In thousands)

    

2019

    

2018

Raw materials

$

15,473

$

12,761

Semi-finished and finished goods

 

32,308

 

26,387

Total inventory

$

47,781

$

39,148

Foreign Currency Translation

For the Company’s international subsidiaries, the local currency is the functional currency. Assets and liabilities of these subsidiaries are translated into United States dollars at the period-end exchange rate or historical rates, as appropriate. Condensed consolidated statements of operations are translated at average exchange rates for the period. The cumulative translation adjustments resulting from changes in exchange rates are included in the Company’s condensed consolidated balance sheet as a component of accumulated other comprehensive loss in total Exact Sciences Corporation’s stockholders’ equity. Transaction gains and losses are included in the Company’s condensed consolidated statement of operations.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation in the Company’s condensed consolidated financial statements and accompanying notes to the Company’s condensed consolidated financial statements.

v3.19.2
MAYO LICENSE AGREEMENT
6 Months Ended
Jun. 30, 2019
MAYO LICENSE AGREEMENT

(3) MAYO LICENSE AGREEMENT

Overview

As more fully described in the 2018 Form 10-K, 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 was amended and restated in February 2015 and further amended in January 2016, October 2017, and 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, as amended, covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition.

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 products using the licensed Mayo intellectual property, with minimum annual royalty fees of $25,000 each year through 2033, the year the last patent expires. The January 2016 amendment to the Mayo license agreement established various low-single-digit royalty rates on net sales of current and future products and clarified how net sales will be calculated. As part of the October 2017 amendment, the royalty rate on the Company’s net sales of Cologuard increased and, if in the future, improvements are made to the Cologuard product, the royalty rate may further increase, but pursuant to the terms of the January 2016 and October 2017 amendment, the rate remains a low-single-digit percentage of net sales.

In addition to royalties, the Company is required to pay Mayo cash of $0.2 million, $0.8 million and $2.0 million upon each product using the licensed Mayo intellectual property reaching $5.0 million, $20.0 million and $50.0 million in cumulative net sales, respectively.

As part of the February 2015 amendment and restatement of the license agreement, the Company agreed to pay Mayo an additional $5.0 million, payable in five annual installments, through 2019. The Company paid Mayo the annual installment of $1.0 million in the first quarter of each of 2015, 2016, 2018, and 2019. The Company paid Mayo the 2017 installment in December 2016. The Company records the $1.0 million installments to prepaid expenses and other current assets and amortizes each installment over a twelve-month period commencing on February 1 of each year. For the three and six months ended June 30, 2019 and 2018 the Company has recorded $0.3 million and $0.5 million in amortization of the installments, respectively.

In addition, the Company is paying Mayo for research and development efforts. As part of the Company’s research collaboration with Mayo, the Company incurred charges of $1.1 million and $2.6 million for the three and six months ended June 30, 2019. The Company made payments of $1.8 million and $2.9 million for the three and six months ended June 30, 2019. The Company recorded an estimated liability of $1.6 million for research and development efforts as of June 30, 2019. The Company incurred charges of $1.4 million and $2.6 million for the three and six months ended June 30, 2018. The Company made payments of $0.8 million and $2.6 million for the three and six months ended June 30, 2018. The Company recorded an estimated liability of $1.8 million for research and development efforts as of June 30, 2018.

v3.19.2
PFIZER PROMOTION AGREEMENT
6 Months Ended
Jun. 30, 2019
PFIZER PROMOTION AGREEMENT

(4) PFIZER PROMOTION AGREEMENT

In August 2018, the Company entered into a Promotion Agreement (“Promotion Agreement”) with Pfizer Inc. (“Pfizer”). Under the terms of the Promotion Agreement, Pfizer will promote Cologuard and provide certain sales, marketing, analytical and other commercial operations support services. The Company and Pfizer committed in the Promotion Agreement to invest specified amounts in the advertising and promotion of Cologuard.

The Company agreed to pay Pfizer for promotion, sales and marketing costs incurred on behalf of the Company. The Company incurred charges of $16.6 million and $33.9 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the three and six months ended June 30, 2019. The Company recorded a liability of $16.6 million and $0.5 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company in accrued liabilities in the Company’s condensed consolidated balance sheets as of June 30, 2019 and December 31, 2018, 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 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 $38.6 million for this service fee during the three and six months ended June 30, 2019. These costs are recorded in sales and marketing in the Company’s condensed consolidated statements of operations. The Company recorded a liability of $43.4 million and $4.8 million for the service fee earned by Pfizer as of June 30, 2019 and December 31, 2018, respectively, in accrued liabilities in the Company’s condensed consolidated balance sheets.

v3.19.2
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 30, 2019
STOCK-BASED COMPENSATION

(5) STOCK-BASED COMPENSATION

Stock-Based Compensation Plans

The Company maintains the 2019 Omnibus Long-Term Incentive Plan, the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2010 Employee Stock Purchase Plan, the 2015 Inducement Award Plan, the 2016 Inducement Award Plan and the 2000 Stock Option and Incentive Plan (collectively, the “Stock Plans”). At the Company’s 2019 Annual Stockholders Meeting held July 25, 2019, the Company’s stockholders approved the Company’s 2019 Omnibus Long-Term Incentive Plan.

Stock-Based Compensation Expense

The Company records stock-based compensation expense 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. The Company recorded $20.1 million and $36.3 million in stock-based compensation expense during the three and six months ended June 30, 2019. The Company recorded $15.6 million and $28.1 million in stock-based compensation expense during the three and six months ended June 30, 2018.

In connection with the April 2018 transition of the Company’s former Chief Operating Officer, the Company accelerated the vesting of 69,950 shares under his previously unvested stock options and 54,350 shares under his previously unvested restricted stock units whereby such unvested stock options and unvested restricted stock units vested on December 31, 2018. It was determined that the continuing service to be provided by the Company’s Chief Operating Officer to the Company through December 31, 2018 was substantive and, as a result, the Company recognized the additional non-cash stock-based compensation expense for the modified awards evenly over the transition term of April 25, 2018 through December 31, 2018. During the transition period in 2018, the Company recorded $3.9 million of non-cash stock-based compensation expense for the modified awards.

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 or operational milestones are not achieved, the award does not vest, so no compensation cost is recognized and any previously recognized stock-based compensation expense is reversed.

Determining Fair Value

Valuation and Recognition – The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of each market measure-based award is estimated on the date of grant using a Monte Carlo simulation 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. The Black-Scholes and Monte Carlo pricing models utilize 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 used in the Black-Scholes and Monte Carlo valuation models on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term.

Forfeitures - The Company records the effects of actual forfeitures at the time they occur.

The fair value of each option and market measure-based award is based on the assumptions in the following table:

Three Months Ended

Six Months Ended

June 30,

June 30,

2019

2018

    

2019

    

2018

Option Plan Shares

Risk-free interest rates

(1)

(1)

 

2.54% - 2.59%

2.73% - 2.79%

Expected term (in years)

(1)

(1)

 

6.28

5.45 - 6.44

Expected volatility

(1)

(1)

 

64.95% - 65.00%

61.82% - 66.17%

Dividend yield

(1)

(1)

 

0 %

0 %

Weighted average fair value per share of options granted during the period

(1)

(1)

$ 57.11

$ 24.55

ESPP Shares

Risk-free interest rates

2.31% - 2.44%

2.05%  -  2.50%

2.31% - 2.44%

2.05%  -  2.50%

Expected term (in years)

0.5 - 2.0

0.5  -  2.0

0.5 - 2.0

0.5  -  2.0

Expected volatility

55.0% - 57.6%

51.7%  -  65.4%

55.0% - 57.6%

51.7%  -  65.4%

Dividend yield

0 %

0 %

0 %

0 %

Weighted average fair value per share of stock purchase rights granted during the period

$ 35.91

$ 18.68

$ 35.91

$ 18.68

Stock Option, Restricted Stock, and Restricted Stock Unit Activity

A summary of stock option activity under the Stock Plans during the six months ended June 30, 2019 is as follows:

    

    

    

Weighted

    

Weighted

Average

Average

Remaining

Aggregate

Exercise

Contractual

Intrinsic

Options

Shares

Price

Term (Years)

Value(1)

(Aggregate intrinsic value in thousands)

Outstanding, January 1, 2019

 

2,531,561

$

17.86

 

6.3

Granted

 

186,044

92.61

Exercised

 

(314,071)

15.91

Forfeited

 

(16,548)

32.35

Outstanding, June 30, 2019

 

2,386,986

$

23.84

6.6

$

224,845

Exercisable, June 30, 2019

 

1,431,015

$

14.35

5.6

$

148,385

(1)The aggregate intrinsic value of options outstanding, exercisable and vested and expected to vest is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices that were lower than the $118.04 market price of the Company’s common stock at June 28, 2019. The total intrinsic value of options exercised during the six months ended June 30, 2019 and 2018 was $22.6 million and $36.3 million, respectively.

As of June 30, 2019, there was $198.9 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under all Stock Plans. Total unrecognized compensation cost will be adjusted for future forfeitures. The Company expects to recognize that cost over a weighted average period of 3.0 years.

A summary of restricted stock and restricted stock unit activity under the Stock Plans during the six months ended June 30, 2019 is as follows:

    

    

Weighted

Restricted

Average Grant

Shares and RSUs

Date Fair Value

Outstanding, January 1, 2019

 

6,246,174

$

23.16

Granted

 

1,513,290

91.36

Released

 

(3,506,123)

11.52

Forfeited

 

(130,125)

54.17

Outstanding, June 30, 2019

 

4,123,216

$

57.49

v3.19.2
FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2019
FAIR VALUE MEASUREMENTS

(6) 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.

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.

Fixed-income securities are valued using a third-party pricing agency. The valuation is based on observable inputs including pricing for similar assets and other observable market factors. There has been no material pricing change from period to period. The estimated fair value of the Company’s long-term debt represents a Level 2 measurement. When determining the estimated fair value of the Company’s long-term debt, the Company used market-based risk measurements, such as credit risk. The fair value 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 assesses 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. This fair value measurement is considered a Level 3 measurement because 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. The contingent earn-out liability is classified as a component of other long-term liabilities in the Company’s condensed consolidated balance sheet. There were no changes in the fair value assessed between the acquisition date and June 30, 2019, however, there was an earn-out payment made during that time resulting in a decrease in the liability at June 30, 2019.

The following table presents the Company’s fair value measurements as of June 30, 2019 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.

Fair Value Measurement at June 30, 2019 Using:

    

    

Quoted Prices

    

Significant

    

in Active

Other

Significant

Markets for

Observable

Unobservable

Fair Value at

Identical Assets

Inputs

Inputs

(In thousands)

June 30, 2019

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents

Cash and money market

$

125,471

$

125,471

$

$

U.S. government agency securities

61,357

61,357

Commercial paper

18,230

18,230

Available-for-sale

Marketable securities

Corporate bonds

 

448,531

448,531

Asset backed securities

 

292,854

292,854

U.S. government agency securities

 

220,173

220,173

Certificates of deposit

 

55,908

55,908

Commercial paper

16,898

16,898

Other long-term assets

Deferred compensation plan assets

230

230

Contingent consideration

(2,942)

(2,942)

Total

$

1,236,710

$

125,471

$

1,114,181

$

(2,942)

The following table presents the Company’s fair value measurements as of December 31, 2018 along with the level within the fair value hierarchy in which the fair value measurements in their entirety fall.

Fair Value Measurement at December 31, 2018 Using:

    

    

Quoted Prices

    

Significant

    

in Active

Other

Significant

Markets for

Observable

Unobservable

Fair Value at

Identical Assets

Inputs

Inputs

(In thousands)

December 31, 2018

(Level 1)

(Level 2)

(Level 3)

Cash and cash equivalents

Cash and money market

$

86,375

$

86,375

$

$

U.S. government agency securities

49,985

49,985

Commercial paper

24,070

24,070

Available-for-sale

Marketable securities

Corporate bonds

 

392,287

392,287

Asset backed securities

 

276,999

276,999

U.S. government agency securities

 

250,471

250,471

Certificates of deposit

 

31,844

31,844

Commercial paper

12,151

12,151

Contingent consideration

(3,060)

(3,060)

Total

$

1,121,122

$

86,375

$

1,037,807

$

(3,060)

The Company monitors investments for other-than-temporary impairment. It was determined that unrealized gains and losses as of June 30, 2019 and December 31, 2018 are temporary in nature because the change in market value for those securities has resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers. So long as the Company holds these securities to maturity, it is unlikely to experience gains or losses. In the event that the Company disposes of these securities before maturity, it is expected that realized gains or losses, if any, will be immaterial.

The following table summarizes the gross unrealized losses and fair values of investments in an unrealized loss position as of June 30, 2019, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

June 30, 2019

Less than 12 months

12 months or greater

Total

(In thousands)

    

Fair Value

    

Gross Unrealized Loss

    

Fair Value

    

Gross Unrealized Loss

    

Fair Value

    

Gross Unrealized Loss

 

Marketable securities

Corporate bonds

$

27,195

$

(3)

$

2,500

$

(3)

$

29,695

$

(6)

U.S. government agency securities

Asset backed securities

16,774

(3)

32,660

(15)

49,434

(18)

Certificates of deposit

5,004

(1)

5,004

(1)

Commercial paper

16,898

(1)

16,898

(1)

Total

$

65,871

$

(8)

$

35,160

$

(18)

$

101,031

$

(26)

The following table summarizes contractual underlying maturities of the Company’s available-for-sale investments at June 30, 2019:

Due one year or less

Due after one year through four years

(In thousands)

    

Cost

    

Fair Value

Cost

    

Fair Value

Marketable securities

Corporate bonds

$

208,610

208,852

238,559

239,679

U.S. government agency securities

164,809

165,153

55,002

55,020

Asset backed securities

77,717

77,862

214,256

214,992

Certificates of deposit

46,856

46,928

8,925

8,980

Commercial paper

16,899

16,898

Total

$

514,891

$

515,693

$

516,742

$

518,671

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 as of June 30, 2019 and December 31, 2018: