EXACT SCIENCES CORP, 10-Q filed on 7/28/2021
Quarterly Report
v3.21.2
Cover Page - shares
 6 Months Ended
Jun. 30, 2021
Jul. 27, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2021  
Document Transition Report false  
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 5505 Endeavor Lane  
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, $0.01 par value per share  
Trading Symbol EXAS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001124140  
Amendment Flag false  
Entity Common Stock, Shares Outstanding   171,948,769
v3.21.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Current Assets:    
Cash and cash equivalents $ 363,715 $ 1,491,288
Marketable securities 943,864 348,699
Accounts receivable, net 226,539 233,185
Inventory 89,809 92,265
Prepaid expenses and other current assets 45,284 33,157
Total current assets 1,669,211 2,198,594
Long-term Assets:    
Property, plant and equipment, net 501,908 451,986
Operating lease right-of-use assets 166,914 125,947
Goodwill 2,242,535 1,237,672
Intangible assets, net 2,089,108 847,123
Other long-term assets, net 54,658 63,770
Total assets 6,724,334 4,925,092
Current Liabilities:    
Accounts payable 36,592 35,709
Accrued liabilities 265,997 233,604
Operating lease liabilities, current portion 16,599 11,483
Debt, current portion 1,319 1,319
Convertible notes, net, current portion 312,961 312,716
Other current liabilities 42,230 38,265
Total current liabilities 675,698 633,096
Long-term Liabilities:    
Convertible notes, net, less current portion 1,864,312 1,861,685
Long-term debt, less current portion 21,740 22,342
Other long-term liabilities 439,175 51,342
Operating lease liabilities, less current portion 164,308 121,075
Total liabilities 3,165,233 2,689,540
Commitments and contingencies (Note 14)
Stockholders’ Equity:    
Preferred stock, $0.01 par value Authorized—5,000,000 shares issued and outstanding—no shares at June 30, 2021 and December 31, 2020 0 0
Common stock, $0.01 par value Authorized—400,000,000 shares issued and outstanding—171,855,305 and 159,423,410 shares at June 30, 2021 and December 31, 2020 1,720 1,595
Additional paid-in capital 5,811,286 4,279,327
Accumulated other comprehensive income 67 526
Accumulated deficit (2,253,972) (2,045,896)
Total stockholders’ equity 3,559,101 2,235,552
Total liabilities and stockholders’ equity $ 6,724,334 $ 4,925,092
v3.21.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2021
Dec. 31, 2020
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) 400,000,000 400,000,000
Common stock, Issued shares (in shares) 171,855,305 159,423,410
Common stock, outstanding shares (in shares) 171,855,305 159,423,410
v3.21.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Income Statement [Abstract]        
Revenue $ 434,819 $ 268,868 $ 836,896 $ 616,689
Operating expenses        
Cost of sales (exclusive of amortization of acquired intangible assets) 113,968 77,892 223,961 159,498
Research and development 106,235 32,673 221,802 76,182
Sales and marketing 194,827 118,862 380,968 286,611
General and administrative 167,629 106,685 435,356 220,676
Amortization of acquired intangible assets 23,824 23,430 47,014 46,769
Total operating expenses 606,483 359,542 1,309,101 789,736
Other operating income 0 23,665 0 23,665
Loss from operations (171,664) (67,009) (472,205) (149,382)
Other income (expense)        
Investment income, net 3,429 2,912 34,617 3,009
Interest expense (4,652) (4,300) (9,268) (58,904)
Total other income (expense) (1,223) (1,388) 25,349 (55,895)
Net loss before tax (172,887) (68,397) (446,856) (205,277)
Income tax benefit (expense) (4,025) 305 238,780 2,542
Net loss $ (176,912) $ (68,092) $ (208,076) $ (202,735)
Net loss per share - basic (in usd per share) $ (1.03) $ (0.45) $ (1.22) $ (1.36)
Net loss per share - diluted (in usd per share) $ (1.03) $ (0.45) $ (1.22) $ (1.36)
Weighted average common shares outstanding - basic (in shares) 171,494 149,727 170,469 148,938
Weighted average common shares outstanding - diluted (in shares) 171,494 149,727 170,469 148,938
v3.21.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Statement of Comprehensive Income [Abstract]        
Net loss $ (176,912) $ (68,092) $ (208,076) $ (202,735)
Other comprehensive income (loss), before tax:        
Unrealized gain (loss) on available-for-sale investments (297) 3,206 (629) 1,564
Foreign currency adjustment 0 0 0 25
Comprehensive loss, before tax (177,209) (64,886) (208,705) (201,146)
Income tax expense related to items of other comprehensive loss 0 0 170 0
Comprehensive loss, net of tax $ (177,209) $ (64,886) $ (208,535) $ (201,146)
v3.21.2
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, 2019 $ 1,957,639 $ 1,477 $ 3,178,552 $ (100) $ (1,222,290)
Balance (in shares) at Dec. 31, 2019   147,625,696      
Increase (Decrease) in Stockholders' Equity          
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 combination and asset acquisition 28,597 $ 4 28,593    
Issuance of common stock for business combinations and asset acquisition (in shares)   382,947      
Net loss (134,643)       (134,643)
Other comprehensive income (loss) (1,617)     (1,617)  
Ending Balance at Mar. 31, 2020 1,895,843 $ 1,495 3,252,998 (1,717) (1,356,933)
Balance (in shares) at Mar. 31, 2020   149,446,864      
Beginning Balance at Dec. 31, 2019 1,957,639 $ 1,477 3,178,552 (100) (1,222,290)
Balance (in shares) at Dec. 31, 2019   147,625,696      
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock for business combination and asset acquisition $ 28,597        
Issuance of common stock for business combinations and asset acquisition (in shares) 382,947        
Net loss $ (202,735)        
Ending Balance at Jun. 30, 2020 1,887,433 $ 1,501 3,309,468 1,489 (1,425,025)
Balance (in shares) at Jun. 30, 2020   149,980,798      
Beginning Balance at Mar. 31, 2020 1,895,843 $ 1,495 3,252,998 (1,717) (1,356,933)
Balance (in shares) at Mar. 31, 2020   149,446,864      
Increase (Decrease) in Stockholders' Equity          
Exercise of common stock options 6,638 $ 2 6,636    
Exercise of common stock options (in shares)   208,434      
Compensation expense related to issuance of stock options and restricted stock awards 40,039 $ 2 40,037    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   157,579      
Purchase of employee stock purchase plan shares 9,799 $ 2 9,797    
Purchase of employee stock purchase plan shares (in shares)   167,921      
Net loss (68,092)       (68,092)
Other comprehensive income (loss) 3,206     3,206  
Ending Balance at Jun. 30, 2020 1,887,433 $ 1,501 3,309,468 1,489 (1,425,025)
Balance (in shares) at Jun. 30, 2020   149,980,798      
Beginning Balance at Dec. 31, 2020 $ 2,235,552 $ 1,595 4,279,327 526 (2,045,896)
Balance (in shares) at Dec. 31, 2020 159,423,410 159,423,410      
Increase (Decrease) in Stockholders' Equity          
Conversion of convertible notes, net of tax (in shares) 344        
Conversion of convertible notes, net of tax $ 26   26    
Exercise of common stock options 8,759 $ 10 8,749    
Exercise of common stock options (in shares)   967,107      
Issuance of common stock to fund the Company's 401(k) match 22,934 $ 2 22,932    
Issuance of common stock to fund the Company's 401(k) match (in shares)   162,606      
Compensation expense related to issuance of stock options and restricted stock awards 158,252 $ 13 158,239    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   1,355,435      
Issuance of common stock for business combination and asset acquisition 1,254,798 $ 94 1,254,704    
Issuance of common stock for business combinations and asset acquisition (in shares)   9,384,410      
Net loss (31,164)       (31,164)
Other comprehensive income (loss) (162)     (162)  
Ending Balance at Mar. 31, 2021 3,648,995 $ 1,714 5,723,977 364 (2,077,060)
Balance (in shares) at Mar. 31, 2021   171,293,312      
Beginning Balance at Dec. 31, 2020 $ 2,235,552 $ 1,595 4,279,327 526 (2,045,896)
Balance (in shares) at Dec. 31, 2020 159,423,410 159,423,410      
Increase (Decrease) in Stockholders' Equity          
Issuance of common stock for business combination and asset acquisition $ 1,271,022        
Issuance of common stock for business combinations and asset acquisition (in shares) 9,510,436        
Net loss $ (208,076)        
Ending Balance at Jun. 30, 2021 $ 3,559,101 $ 1,720 5,811,286 67 (2,253,972)
Balance (in shares) at Jun. 30, 2021 171,855,305 171,855,305      
Beginning Balance at Mar. 31, 2021 $ 3,648,995 $ 1,714 5,723,977 364 (2,077,060)
Balance (in shares) at Mar. 31, 2021   171,293,312      
Increase (Decrease) in Stockholders' Equity          
Conversion of convertible notes, net of tax (in shares) 197        
Conversion of convertible notes, net of tax $ 14   14    
Exercise of common stock options 2,858 $ 1 2,857    
Exercise of common stock options (in shares)   140,478      
Compensation expense related to issuance of stock options and restricted stock awards 56,285 $ 2 56,283    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   121,575      
Issuance of common stock for business combination and asset acquisition 16,120 $ 1 16,119    
Issuance of common stock for business combinations and asset acquisition (in shares)   126,026      
Purchase of employee stock purchase plan shares 12,038 $ 2 12,036    
Purchase of employee stock purchase plan shares (in shares)   173,717      
Net loss (176,912)       (176,912)
Other comprehensive income (loss) (297)     (297)  
Ending Balance at Jun. 30, 2021 $ 3,559,101 $ 1,720 $ 5,811,286 $ 67 $ (2,253,972)
Balance (in shares) at Jun. 30, 2021 171,855,305 171,855,305      
v3.21.2
Condensed Consolidated Statements of Stockholders Equity (Parenthetical) - $ / shares
Jun. 30, 2021
Dec. 31, 2020
Jun. 30, 2020
Statement of Financial Position [Abstract]      
Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
v3.21.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Cash flows from operating activities:    
Net loss $ (208,076) $ (202,735)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 42,007 33,632
Loss on disposal of property, plant and equipment 639 650
Unrealized gain on equity investments (2,486) 333
Deferred tax benefit (244,509) (3,165)
Stock-based compensation 133,577 69,599
Post-combination expense for acceleration of unvested equity 80,960 0
Realized gain on preferred stock investment (30,500) 0
Loss on settlement of convertible notes 0 50,819
Amortization of deferred financing costs, convertible note debt discount and issuance costs, and other liabilities 3,282 (32)
Amortization of premium on short-term investments 1,616 503
Amortization of acquired intangible assets 47,014 46,769
Asset acquisition IPR&D expense 85,337 0
Remeasurement of contingent consideration 9,201 0
Non-cash lease expense 11,837 6,860
Changes in assets and liabilities:    
Accounts receivable, net 8,995 (30,644)
Inventory, net 4,267 (20,260)
Operating lease liabilities (7,095) (4,997)
Accounts payable and accrued liabilities 27,138 (47,587)
Other assets and liabilities (94) 43,558
Net cash used in operating activities (36,890) (56,697)
Cash flows from investing activities:    
Purchases of marketable securities (915,289) (640,085)
Maturities and sales of marketable securities 325,380 268,483
Purchases of property, plant and equipment (37,504) (34,244)
Business combination, net of cash acquired (415,549) (6,654)
Asset acquisition (58,073) 0
Investments in privately held companies (10,000) 0
Other investing activities (244) 273
Net cash used in investing activities (1,111,279) (412,227)
Cash flows from financing activities:    
Proceeds from issuance of convertible notes, net 0 1,125,547
Proceeds from exercise of common stock options 11,617 10,938
Proceeds in connection with the Company’s employee stock purchase plan 12,038 9,799
Payments on settlement of convertible notes 0 (150,054)
Other financing activities (3,068) (626)
Net cash provided by financing activities 20,587 995,604
Net increase (decrease) in cash, cash equivalents and restricted cash (1,127,582) 526,680
Cash, cash equivalents and restricted cash, beginning of period 1,491,594 177,528
Cash, cash equivalents and restricted cash, end of period 364,012 704,208
Supplemental disclosure of non-cash investing and financing activities:    
Property, plant and equipment acquired but not paid 15,139 8,684
Unrealized gain (loss) on available-for-sale investments, before tax (629) 1,564
Issuance of 162,606 and 136,559 shares of common stock to fund the Company’s 401(k) matching contribution for 2020 and 2019, respectively 22,934 12,007
Issuance of 9,510,436 and 382,947 shares of common stock for business combinations and asset acquisition for 2021 and 2020, respectively 1,271,022 28,597
Business combination contingent consideration liability 350,348 0
Supplemental disclosure of cash flow information:    
Interest paid $ 5,414 $ 3,908
v3.21.2
Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Statement of Cash Flows [Abstract]    
Issuance of shares of common stock to fund the Company's 401(k) matching contribution (in shares) 162,606 136,559
Issuance of common stock for business combinations and asset acquisition (in shares) 9,510,436 382,947
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2021
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, 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, 2020 included in the Company’s Annual Report on Form 10-K (the “2020 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 consolidated balance sheet at December 31, 2020 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2020 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 2020 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 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 2020 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 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 June 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. 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.
The pandemic and related precautionary measures began to materially disrupt the Company's operations in March 2020 and may continue to disrupt the business for an unknown period of time. As a result, the pandemic impacted the Company's revenues and operating results for the three and six months ended June 30, 2021.
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.
Significant Accounting Policies
During the six months ended June 30, 2021, there were no changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, except as described in the Recently Adopted Accounting Pronouncements section below.
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.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In August 2020, The Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under the update, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. The update also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will no longer be available. This standard may be adopted through either a modified retrospective method of transition or a full retrospective method of transition. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.
The Company adopted the standard on January 1, 2021 through application of the full retrospective method of transition. This method of adoption was applied to enhance comparability between the periods presented in the Company’s financial statements. The Company applied the standard to convertible notes outstanding as of the date of the first offering of the Company’s outstanding convertible notes as discussed in Note 9.
The Company’s convertible debt instruments will be accounted for as a single liability measured at its amortized cost. The notes are no longer bifurcated between debt and equity, rather accounted for entirely as debt at face value net of any discount or premium and issuance costs. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of convertible notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase.
As of January 1, 2019, the cumulative effect of adoption resulted in a decrease in additional-paid-in-capital of $260.2 million, a decrease in accumulated deficit of $26.6 million, and an increase to net deferred tax assets of $55.7 million offset by a corresponding increase of $55.7 million in the valuation allowance. As of January 1, 2020, the cumulative effect of adoption resulted in a decrease in additional-paid-in-capital of $227.8 million, an increase in accumulated deficit of $102.6 million, and an increase to the net deferred tax assets of $83.2 million offset by a corresponding increase of $74.7 million in the valuation allowance resulting in a net decrease of $8.5 million in recorded deferred tax liabilities. As of December 31, 2020, the cumulative effect of adoption resulted in an increase in the net carrying amount of convertible notes, net, current portion of $57.3 million and convertible notes, net, less current portion of $540.9 million, a decrease in additional-paid-in-capital of $510.3 million, an increase in accumulated deficit of $77.7 million, and an increase to net deferred tax assets of $146.0 million offset by a corresponding increase of $135.8 million in the valuation allowance resulting in a net decrease of $10.2 million in recorded deferred tax liabilities. For the three months ended June 30, 2020, interest expense in the condensed consolidated statement of operations decreased by $18.6 million as a result of a decrease in amortization of debt discounts, premiums, and issuance costs, income tax benefit decreased by $0.6 million and net loss per share, basic and diluted, decreased by $0.12 per share. For the six months ended June 30, 2020, interest expense in the condensed consolidated statement of operations increased by $10.8 million as a result of an increase in loss on extinguishment of $42.9 million in connection with the extinguishment of $100.0 million face value of 2025 Notes, which was offset by a decrease in cash interest and amortization of debt discounts, premiums, and issuance costs of $32.1 million. Income tax benefit decreased by $0.1 million and net loss per share, basic and diluted, increased by $0.07 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:
June 30,
(In thousands)20212020
Shares issuable in connection with acquisitions157 157 
Shares issuable upon exercise of stock options2,486 2,575 
Shares issuable upon the release of restricted stock awards4,334 4,043 
Shares issuable upon the release of performance share units867 619 
Shares issuable upon conversion of convertible notes20,309 20,309 
28,153 27,703 
v3.21.2
REVENUE
 6 Months Ended
Jun. 30, 2021
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard, Oncotype DX, and COVID-19 tests. The services are completed upon release of a patient’s test result to the ordering healthcare provider.
Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2021202020212020
Screening
Medicare Parts B & C$111,387 $59,583 $212,946 $157,742 
Commercial140,149 65,080 268,023 174,449 
Other12,401 6,670 23,296 18,593 
Total Screening263,937 131,333 504,265 350,784 
Precision Oncology
Medicare Parts B & C$47,705 $33,994 $90,822 $81,028 
Commercial49,722 45,420 102,977 99,810 
International26,848 19,018 52,903 39,980 
Other13,534 4,524 20,514 10,508 
Total Precision Oncology137,809 102,956 267,216 231,326 
COVID-19 Testing$33,073 $34,579 $65,415 $34,579 
Total$434,819 $268,868 $836,896 $616,689 
Screening revenue primarily includes laboratory service revenue from the Cologuard test while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX products.
The downward adjustment to revenue from a change in transaction price was $14.7 million for the three months ended June 30, 2021 and revenue recognized from changes in transaction price was $3.2 million for the three months ended June 30, 2020. The downward adjustment to revenue from changes in transaction prices was $13.0 million for the six months ended June 30, 2021 and revenue recognized from changes in transaction price was $8.6 million for the six months ended June 30, 2020. At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. For the period ending June 30, 2021, the Company identified new constraints on variable consideration that had not previously existed resulting in an adjustment to revenue.
Deferred revenue balances are reported in other current liabilities in the Company’s condensed consolidated balance sheets and were $28.7 million and $25.0 million as of June 30, 2021 and December 31, 2020, respectively. As of June 30, 2021, $27.6 million of the Company’s deferred revenue balance is a result of the billing terms pursuant to the existing COVID-19 laboratory service agreements (“LSAs”) with customers.
Revenue recognized for the three months ended June 30, 2021 and 2020, which was included in the deferred revenue balance at the beginning of each period was $10.4 million and $19,000, respectively. Of the $10.4 million of revenue recognized for the three months ended June 30, 2021, which was included in the deferred revenue balance at the beginning of the period, $10.3 million related to COVID-19 testing. Revenue recognized for the six months ended June 30, 2021 and 2020, which was included in the deferred revenue balance at the beginning of each period was $24.4 million and $0.2 million, respectively. Of the $24.4 million of revenue recognized for the six months ended June 30, 2021, which was included in the deferred revenue balance at the beginning of the period, $24.1 million related to COVID-19 testing.
v3.21.2
MARKETABLE SECURITIES
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021 and December 31, 2020:
(In thousands)June 30, 2021December 31, 2020
Cash, cash equivalents, and restricted cash
Cash and money market$360,797 $901,294 
Cash equivalents2,918 589,994 
Restricted cash297 306 
Total cash, cash equivalents, and restricted cash364,012 1,491,594 
Marketable securities
Available-for-sale debt securities936,331 347,178 
Equity securities7,533 1,521 
Total marketable securities943,864 348,699 
Total cash and cash equivalents, restricted cash and marketable securities$1,307,876 $1,840,293 
Available-for-sale debt securities at June 30, 2021 consisted of the following:
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss) (1)		Losses in Accumulated
Other Comprehensive
Income (Loss) (1)		Estimated Fair
Value
Cash equivalents
Corporate bonds$2,917 $1 $— $2,918 
Total cash equivalents2,917 1 — 2,918 
Marketable securities
Corporate bonds376,516 262 (80)376,698 
U.S. government agency securities276,227 29 (186)276,070 
Certificates of deposit212,863 41 (1)212,903 
Commercial paper14,999 1 — 15,000 
Asset backed securities55,660 9 (9)55,660 
Total marketable securities936,265 342 (276)936,331 
Total available-for-sale securities$939,182 $343 $(276)$939,249 
______________
(1)Gains and losses in accumulated other comprehensive income (loss) (“AOCI”) are reported before tax impact.
Available-for-sale debt securities at December 31, 2020 consisted of the following:
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss) (1) 		Losses in Accumulated
Other Comprehensive
Income (Loss) (1)		Estimated Fair Value
Cash equivalents
U.S. government agency securities$589,986 $8 $— $589,994 
Total cash equivalents589,986 8 — 589,994 
Marketable securities
U.S. government agency securities207,119 52 — 207,171 
Asset backed securities7,070 24 — 7,094 
Corporate bonds132,301 612 — 132,913 
Total marketable securities346,490 688 — 347,178 
Total available-for-sale securities$936,476 $696 $— $937,172 
______________
(1)Gains and losses in AOCI are reported before tax impact.
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at June 30, 2021:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
Corporate bonds$2,917 $2,918 $— $— 
Total cash equivalents2,917 2,918 — — 
Marketable securities
U.S. government agency securities7,077 7,106 269,150 268,964 
Corporate bonds184,601 184,799 191,915 191,899 
Certificates of deposit212,863 212,903 — — 
Asset backed securities— — 55,660 55,660 
Commercial paper14,999 15,000 — — 
Total marketable securities419,540 419,808 516,725 516,523 
Total$422,457 $422,726 $516,725 $516,523 
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of June 30, 2021, 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
Marketable securities
Corporate bonds$219,054 $(80)$— $— $219,054 $(80)
Certificates of deposit10,501 (1)— — 10,501 (1)
Asset backed securities40,335 (9)— — 40,335 (9)
U.S. government agency securities268,964 (186)— — 268,964 (186)
Total marketable securities538,854 (276)— — 538,854 (276)
Total available-for-sale securities$538,854 $(276)$— $— $538,854 $(276)
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 June 30, 2021 and December 31, 2020, 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 realized gain recorded on available-for-sale debt securities was not material to the condensed consolidated statements of income for the three and six months ended June 30, 2021 and 2020.
The Company recorded a gain of $2.5 million and $2.5 million from its equity securities for the three and six months ended June 30, 2021 as compared to a gain of $0.4 million and a loss of $0.3 million for the three and six months ended June 30, 2020.
The gains and losses recorded are included in investment income, net in the Company’s condensed consolidated statements of operations.
v3.21.2
INVENTORY
 6 Months Ended
Jun. 30, 2021
Inventory Disclosure [Abstract]  
INVENTORY INVENTORY
Inventory consisted of the following:
(In thousands)June 30, 2021December 31, 2020
Raw materials$44,755 $43,083 
Semi-finished and finished goods45,054 49,182 
Total inventory$89,809 $92,265 
v3.21.2
PROPERTY, PLANT, AND EQUIPMENT
 6 Months Ended
Jun. 30, 2021
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 LifeJune 30, 2021December 31, 2020
Property, plant and equipment
Landn/a$4,466 $4,466 
Leasehold and building improvements(1)140,314 117,865 
Land improvements15 years4,910 4,864 
Buildings
30 - 40 years
201,040 200,980 
Computer equipment and computer software3 years93,912 75,417 
Laboratory equipment
3 - 10 years
168,529 142,110 
Furniture and fixtures
3 - 10 years
27,383 24,968 
Assets under constructionn/a35,080 18,854 
Property, plant and equipment, at cost675,634 589,524 
Accumulated depreciation(173,726)(137,538)
Property, plant and equipment, net$501,908 $451,986 
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
Depreciation expense for the three months ended June 30, 2021 and 2020 was $21.5 million and $17.6 million, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $42.0 million and $33.6 million, respectively.
At June 30, 2021, the Company had $35.1 million of assets under construction which consisted of $8.4 million in laboratory equipment, $19.6 million related to building and leasehold improvements, and $7.1 million in capitalized costs related to software projects. Depreciation will begin on these assets once they are placed into service upon completion between 2021 and 2023.
v3.21.2
INTANGIBLE ASSETS AND GOODWILL
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at June 30, 2021
Finite-lived intangible assets
Trade name14.4$100,700 $(10,406)$90,294 
Customer relationships12.32,700 (494)2,206 
Patents3.310,441 (6,092)4,349 
Acquired developed technology8.7853,171 (134,407)718,764 
Supply agreements5.930,000 (6,505)23,495 
Total finite-lived intangible assets997,012 (157,904)839,108 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,247,012 $(157,904)$2,089,108 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2020:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2020
Finite-lived intangible assets
Trade name14.9$100,700 $(7,258)$93,442 
Customer relationships12.82,700 (404)2,296 
Patents3.710,441 (5,422)5,019 
Acquired developed technology9.0814,171 (93,278)720,893 
Supply agreements6.530,000 (4,527)25,473 
Total intangible assets$958,012 $(110,889)$847,123 
As of June 30, 2021, 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)
2021$47,880 
202295,758 
202395,755 
202495,421 
202594,373 
Thereafter409,921 
$839,108 
The Company’s acquired intangible assets are being amortized on a straight-line basis over the estimated useful life.
There were no impairment losses for the three and six months ended June 30, 2021 and 2020.
Goodwill
The change in the carrying amount of goodwill for the periods ended June 30, 2021 and December 31, 2020 is as follows:
(In thousands)
Balance, January 1, 2020$1,203,197 
Paradigm & Viomics acquisition30,431 
Genomic Health acquisition adjustment (1)
4,044 
Balance, December 31, 2020$1,237,672 
Thrive acquisition948,105 
Ashion Acquisition56,758 
Balance June 30, 2021$2,242,535 
______________
(1)The Company recognized a measurement period adjustment to goodwill related to an increase in Genomic Health’s pre-acquisition deferred tax liability due to finalization of certain income-tax related items.
There were no impairment losses for the three and six months ended June 30, 2021 and 2020.
v3.21.2
FAIR VALUE MEASUREMENTS
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at June 30, 2021Quoted 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$360,797 $360,797 $— $— 
Corporate bonds2,918 2,918 — — 
Restricted cash297 297 — — 
Marketable securities
Corporate bonds376,698 — 376,698 — 
Certificates of deposit212,903 — 212,903 — 
Commercial paper15,000 — 15,000 — 
U.S. government agency securities276,070 — 276,070 — 
Asset backed securities55,660 — 55,660 — 
Equity securities (1)7,533 — 7,533 — 
Liabilities
Contingent consideration(361,862)— — (361,862)
Total$946,014 $364,012 $943,864 $(361,862)
______________
(1)The equity securities held are classified as Level 2 as they are subject to a short-term lock-up restriction and have been discounted from the observable market prices of the similar unrestricted equity securities.
The following table presents the Company’s fair value measurements as of December 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 December 31, 2020Quoted 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$901,294 $901,294 $— $— 
U.S. government agency securities589,994 — 589,994 — 
Restricted cash306 306 — — 
Marketable securities
U.S. government agency securities207,171 — 207,171 — 
Corporate bonds132,913 — 132,913 — 
Asset backed securities7,094 — 7,094 — 
Equity securities1,521 1,521 — — 
Liabilities
Contingent consideration(2,477)— — (2,477)
Total$1,837,816 $903,121 $937,172 $(2,477)
There have been no changes in valuation techniques or transfers between fair value measurement levels during the periods ended June 30, 2021 and December 31, 2020. 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 held as of December 31, 2020 was classified as a Level 1 instrument prior to being sold in the first quarter of 2021.
Contingent Consideration
Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain regulatory and product revenue milestones being achieved. A liability is recorded for the estimated fair value of the contingent consideration on the acquisition date. The fair value of the contingent consideration is remeasured at each reporting period, and the change in fair value is recognized within general and administrative expenses on the Company’s condensed consolidated statements of operations.
The fair value of contingent consideration as of June 30, 2021 and December 31, 2020 was $361.9 million and $2.5 million, respectively, which was recorded in other long-term liabilities in the condensed consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Beginning balance, January 1, 2021$2,477 
Purchase price contingent consideration (1)350,348 
Changes in fair value9,201 
Payments(164)
Ending balance, June 30, 2021$361,862 
______________
(1)The increase in the contingent consideration liability is due to the contingent consideration associated with the acquisitions of Ashion Analytics, LLC (“Ashion”) and Thrive Earlier Detection Corporation (“Thrive”). Refer to Note 17 for further information.
This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market.
The fair value of the contingent consideration liability recorded related to regulatory and product development milestones associated with the Thrive and Ashion acquisitions was $359.5 million as of June 30, 2021. The Company evaluates the fair value of the regulatory and product development milestones related expected contingent consideration and the corresponding liability using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a rate that considers a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value measurements of contingent consideration for which a liability is recorded include significant unobservable inputs. As of June 30, 2021, the fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90.4% and a weighted average present-value factor of 2.2%. The projected fiscal year of payment range is from 2024 to 2027. Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.
The fair value of the contingent consideration earnout liability related to certain revenue milestones associated with the Biomatrica acquisition was $2.3 million as of June 30, 2021. The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone.
Non-Marketable Equity Investments
As of June 30, 2021 and December 31, 2020, the aggregate carrying amounts of the Company’s non-marketable equity securities without readily determinable fair values were $26.7 million and $29.1 million, respectively, which are classified as a component of other long-term assets in the Company’s condensed consolidated balance sheets. There have been no downward or upward adjustments made on these investments since initial recognition.
Derivative Financial Instruments
As of June 30, 2021 and December 31, 2020, the Company had open foreign currency forward contracts with notional amounts of $23.8 million and $22.4 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 June 30, 2021 and December 31, 2020, and there were no gains or losses recorded for the three and six months ended June 30, 2021 and 2020.
v3.21.2
LONG-TERM DEBT
 6 Months Ended
Jun. 30, 2021
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM 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 Bank’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. In December 2019, the Company began making monthly payments towards the outstanding principal balance plus accrued interest. As of June 30, 2021 and December 31, 2020, the outstanding balance was $23.1 million and $23.8 million, respectively, from the Construction Loan, 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 carrying amount of the Construction Loan approximates fair value due to the short maturity 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 during the three and six months ended June 30, 2021 was due to payments made on the loan resulting in a decrease in the liability.
The Construction Loan Agreement was amended effective June 30, 2020 to include a financial covenant to maintain a minimum liquidity of $250 million and remove the minimum tangible net worth covenant. As of June 30, 2021, the Company is in compliance with the covenant included in the amended agreement.
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.
As of December 31, 2019, the Company had earned and received payment of the full $4.6 million from the City of Madison, and the corresponding liability became fully amortized in October 2020. In May 2021 the City of Madison confirmed that the Company had repaid the TIFs in full and released the Company from the loans and the related property lien.
v3.21.2
CONVERTIBLE NOTES
 6 Months Ended
Jun. 30, 2021
CONVERTIBLE NOTES [Abstract]  
CONVERTIBLE NOTES CONVERTIBLE NOTES
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of June 30, 2021:
Fair Value (2)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible notes - 0.375%
$1,150,000 $(20,365)$1,129,635 $1,460,500 2
2027 Convertible notes - 0.375%
747,500 (12,823)734,677 1,008,826 2
2025 Convertible notes - 1.000% (1)
315,008 (2,047)312,961 581,876 2
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2020:
Fair Value (2)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible notes - 0.375%
$1,150,000 $(21,878)$1,128,122 $1,526,625 2
2027 Convertible notes - 0.375%
747,500 (13,937)733,563 992,306 2
2025 Convertible notes - 1.000% (1)
315,049 (2,333)312,716 601,744 2
______________
(1)Based on the Company’s share price on the days leading up to June 30, 2021 and December 31, 2020, holders of the 2025 Convertible Notes have the right to convert their debentures. As a result, the 2025 Convertible Notes are included within convertible notes, net, current portion on the condensed consolidated balance sheets.
(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.
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 (including the same January 15, 2025 maturity date) and are 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 $0.7 million was used to pay off interest accrued on the 2025 Notes. The transaction resulted in a loss on settlement of convertible notes of $187.7 million, which is reflected in accumulated deficit in the Company’s condensed consolidated balance sheets. The loss represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of repurchase.
In February 2020, the Company issued and sold $1.15 billion 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 $1.13 billion, 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 $0.1 million was used to pay off interest accrued on the 2025 Notes. The transaction resulted in a loss on settlement of convertible notes of $50.8 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 consideration transferred and (ii) the carrying value of the debt 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 filed at the time of the original offerings. 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. 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.
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 2025 Notes, 2027 Notes, and 2028 Notes may be convertible in up to 4.2 million, 6.7 million, and 9.4 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings 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 the Company’s common stock of $124.31 on June 30, 2021, the if-converted values exceed the principal amount by $204.1 million, $84.7 million, and $23.3 million for the 2025 Notes, 2027 Notes, and 2028 Notes, respectively.
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; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s 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 (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.
Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes:
(In thousands)
January 2025 Notes$10,284 
June 2025 Notes7,363 
2027 Notes14,285 
2028 Notes24,453 
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 June 30,Six Months Ended June 30,
(In thousands)2021202020212020
Debt issuance costs amortization$1,428 $1,428 $2,840 $2,416 
Debt discount amortization37 37 73 57 
Loss on settlement of convertible notes— — — 50,819 
Coupon interest expense2,566 2,567 5,133 4,498 
Total interest expense on convertible notes4,031 4,032 8,046 57,790 
Other interest expense621 268 1,222 1,114 
Total interest expense$4,652 $4,300 $9,268 $58,904 
The effective interest rates on the 2025 Notes, 2027 Notes, and 2028 Notes for the three months ended June 30, 2021 and 2020 were 1.18%, 0.67%, and 0.64% and 1.18%, 0.67%, and 0.63%, respectively. The effective interest rates on the 2025 Notes, 2027 Notes, and 2028 Notes for the six months ended June 30, 2021 and 2020 were 1.18%, 0.67%, and 0.64% and 1.22%, 0.67%, and 0.64%, respectively. The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 3.55, 5.71, and 6.67 years for the 2025 Notes, 2027 Notes, and 2028 Notes, respectively.
v3.21.2
LICENSE AND COLLABORATION AGREEMENTS
 6 Months Ended
Jun. 30, 2021
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 was most recently amended and restated in September 2020. 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.
As part of the most recent amendment, the Company agreed to pay Mayo an additional $6.3 million, payable in five equal annual installments through 2024. The annual installments are recorded in research and development expenses in the Company’s condensed consolidated statements of operations.
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 2038 (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 September 2020, Mayo also agreed to make available certain personnel to provide such assistance through January 2025. In connection with this collaboration, the Company incurred charges of $1.0 million and $1.0 million for the three months ended June 30, 2021 and 2020, respectively. The Company incurred charges of $2.2 million and $1.9 million for the six months ended June 30, 2021 and 2020, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations.
Johns Hopkins University (“JHU”)
Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with JHU for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU proprietary data in the development and commercialization of a blood-based, multi-cancer screening test. The agreement terms include single-digit sales-based royalties and sales-based milestone payments of $10.0 million, $15.0 million, $20.0 million and upon achieving calendar year licensed product revenue using JHU proprietary data of $0.50 billion, $1.00 billion, and $1.50 billion, respectively.
v3.21.2
PFIZER PROMOTION AGREEMENT
 6 Months Ended
Jun. 30, 2021
PFIZER PROMOTION AGREEMENT  
PFIZER PROMOTION AGREEMENT PFIZER PROMOTION AGREEMENTIn August 2018, the Company entered into a Promotion Agreement (the “Original Promotion Agreement”) with Pfizer Inc. (“Pfizer”), which was amended and restated in October 2020 (the “Restated Promotion Agreement”). The Restated Promotion Agreement extends the relationship between the Company and Pfizer and restructures the manner in which the Company compensates Pfizer for promotion of the Cologuard test through a service fee, and provision of certain other sales and marketing services related to the Cologuard test. The Restated Promotion Agreement includes fixed and performance-related fees, some of which retroactively went into effect on April 1, 2020. All payments to Pfizer are recorded in sales and marketing expenses in the Company’s condensed consolidated statements of operations. Under the Original Promotion Agreement, the service fee was calculated based on incremental gross profits over specified baselines during the term. Under the Restated Promotion Agreement, the service fee provides a fee-for-service model that includes certain fixed fees and performance-related bonuses. The performance-related bonuses are contingent upon the achievement of certain annual performance criteria with any applicable expense being recognized ratably upon achievement of the payment becoming probable. The Company incurred charges of $24.1 million and $2.1 million for the service fee for the three months ended June 30, 2021 and 2020, respectively. The Company incurred charges of $46.8 million and $21.7 million for the service fee for the six months ended June 30, 2021 and 2020, respectively. The Company incurred charges of $31.1 million and $21.1 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the three months ended June 30, 2021 and 2020, respectively. The Company incurred charges of $57.7 million and $40.5 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the six months ended June 30, 2021 and 2020, respectively. During 2022, and contingent upon the achievement of certain Cologuard test revenue metrics during 2021, the Company will pay Pfizer a royalty based on a low single-digit royalty rate applied to actual 2022 Cologuard test revenues. The term of the Restated Promotion Agreement runs through December 31, 2022.
v3.21.2
STOCKHOLDERS' EQUITY
 6 Months Ended
Jun. 30, 2021
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Ashion Acquisition Stock Issuance
In April 2021 the Company completed its acquisition of Ashion. In connection with the acquisition, which is further described in Note 17, the Company issued 0.1 million common shares that had a fair value of $16.2 million.
Thrive Acquisition Stock Issuance
In January 2021, the Company completed its acquisition of Thrive. In connection with the acquisition, which is further described in Note 17, the Company issued 9.3 million common shares that had a fair value of $1.19 billion.
Targeted Digital Sequencing (“TARDIS”) License Acquisition Stock Issuance
In January 2021, the Company acquired a worldwide exclusive license to the TARDIS technology from The Translational Genomics Research Institute (“TGen”), which is further described in Note 17. As part of the consideration transferred, the Company issued 0.2 million shares that had a fair value of $27.3 million.
Paradigm Diagnostics, Inc. (“Paradigm”) and Viomics, Inc. (“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 with a fair value of $40.4 million. Of the $40.4 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, $28.8 million was issued as of June 30, 2021, and the remainder was withheld and may become issuable as additional merger consideration subject to the terms and conditions of the acquisition agreements.
Changes in Accumulated Other Comprehensive Income (Loss)
The amount recognized in AOCI for the six months ended June 30, 2021 were as follows:
(In thousands)Unrealized
Gain (Loss)
on Marketable
Securities		Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2020$526 $526 
Other comprehensive loss before reclassifications(399)(399)
Amounts reclassified from accumulated other comprehensive loss(230)(230)
Net current period change in accumulated other comprehensive loss, before tax(629)(629)
Income tax expense related to items of other comprehensive income170 170 
Balance at June 30, 2021$67 $67 
The amounts recognized in AOCI for the six months ended June 30, 2020 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments		Unrealized
Gain (Loss)
on Marketable
Securities (1)		Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2019$(25)$(75)$(100)
Other comprehensive loss before reclassifications— 1,564 1,564 
Amounts reclassified from accumulated other comprehensive loss25 — 25 
Net current period change in accumulated other comprehensive loss25 1,564 1,589 
Balance at June 30, 2020$— $1,489 $1,489 
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three and six months ended June 30, 2020.
Amounts reclassified from AOCI for the six months ended June 30, 2021 and 2020 were as follows:
Affected Line Item in the
Statements of Operations		Six Months Ended June 30,
Details about AOCI Components (In thousands)20212020
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investmentsInvestment income, net$(230)$— 
Foreign currency adjustmentGeneral and administrative— 25 
Total reclassifications$(230)$25 
v3.21.2
STOCK-BASED COMPENSATION
 6 Months Ended
Jun. 30, 2021
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, and the 2016 Inducement Award Plan (collectively, the “Stock Plans”).
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 $56.3 million and $40.0 million in stock-based compensation expense during the three months ended June 30, 2021 and 2020, respectively. The Company recorded $219.7 million and $69.6 million in stock-based compensation expense during the six months ended June 30, 2021 and 2020, respectively.
As of June 30, 2021, there was $433.2 million of expected 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 2.9 years.
In connection with the acquisition of Thrive, 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 June 30, 2021, the Company accelerated 4,982 shares of previously unvested stock options and 5,827 shares of previously unvested restricted stock awards and restricted stock units and recorded $1.0 million of non-cash stock-based compensation for the accelerated awards. During the six months ended June 30, 2021, the Company accelerated 103,996 shares of previously unvested stock options and 33,306 shares of previously unvested restricted stock awards and restricted stock units and recorded $14.5 million of non-cash stock-based compensation for the accelerated awards. As further discussed in Note 17, the Company also recorded $86.2 million in stock-based compensation related to accelerated vesting of awards held by Thrive employees in connection with the acquisition.
Stock Options
The Company determines the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing model, which utilizes several key assumptions which are disclosed in the following table:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Option Plan Shares
Risk-free interest rates(1)(1)(1)
0.98% - 1.47%
Expected term (in years)(1)(1)(1)
4.68 - 6.15
Expected volatility(1)(1)(1)
65.67% - 77.51%
Dividend yield(1)(1)(1)—%
______________
(1)The Company did not grant stock options under its 2010 Omnibus Long-Term Incentive Plan or 2019 Omnibus Long-Term Incentive Plan during the period.
A summary of stock option activity under the Stock Plans is as follows:
OptionsSharesWeighted
Average
Exercise
Price (1)		Weighted
Average
Remaining
Contractual
Term(Years)		Aggregate
Intrinsic
Value(2)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20212,231,059 $39.67 6.0
Granted— — 
Assumed through acquisition1,393,748 5.51 
Exercised(1,107,613)10.51 
Forfeited(31,234)64.77 
Outstanding, June 30, 20212,485,960 $33.20 6.2$226,506 
Vested and expected to vest, June 30, 2021
2,485,960 $33.20 6.2$226,506 
Exercisable, June 30, 20211,825,975 $25.29 5.5$180,809 
______________
(1)The weighted average grant date fair value of options granted during the three and six months ended June 30, 2020 was $58.77.
(2)The total intrinsic value of options exercised during the six months ended June 30, 2021 and 2020 was $140.2 million and $20.4 million, respectively, determined as of the date of exercise.
The Company received approximately $11.6 million and $10.9 million from stock option exercises during the six months ended June 30, 2021 and 2020, respectively.
Restricted Stock and Restricted Stock Units
The fair value of restricted stock and restricted stock units is determined on the date of grant using the closing stock price on that day.
A summary of restricted stock and restricted stock unit activity during the six months ended June 30, 2021 is as follows:
Restricted stock and restricted stock unitsSharesWeighted
Average Grant
Date Fair Value (2)
Outstanding, January 1, 20213,968,214 $79.46 
Granted1,680,182 140.63 
Assumed through acquisition242,123 127.79 
Released (1)(1,308,929)71.15 
Forfeited(247,183)95.88 
Outstanding, June 30, 20214,334,407 $107.44 
______________
(1)The fair value of restricted stock units vested and converted to shares of the Company’s common stock was $93.1 million and $63.5 million during the six months ended June 30, 2021 and 2020, respectively.
(2)The weighted average grant date fair value of the restricted stock units granted during the six months ended June 30, 2020 was $92.29.
Performance Share Units
The Company has issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones.
In February 2021, the Company issued additional performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones.
A summary of performance share-based compensation arrangements granted under all equity compensation unit activity is as follows:
Performance share unitsShares (1)Weighted
Average Grant
Date Fair Value (2)
Outstanding, January 1, 2021618,515 $93.22 
Granted253,120 140.96 
Released— — 
Forfeited(4,150)147.81 
Outstanding, June 30, 2021867,485 $106.89 
______________
(1)The performance share units listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of June 30, 2021 was 174,904.
(2)The weighted average grant date fair value of the performance share units granted during the six months ended June 30, 2020 was $90.17.
Employee Stock Purchase Plan (“ESPP”)
The fair value of ESPP shares is based on the assumptions in the following table:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
ESPP Shares
Risk-free interest rates
0.04% - 0.16%
0.12% - 0.20%
0.04% - 0.16%
0.12% - 0.20%
Expected term (in years)
0.5 - 2
0.5 - 2
0.5 - 2
0.5 - 2
Expected volatility
48.38% - 68.51%
63.67% - 89.04%
48.38% - 68.51%
63.67% - 89.04%
Dividend yield
—%
—%
—%
—%
v3.21.2
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Jun. 30, 2021
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
Six Months Ended June 30, 2021
(In thousands)20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$12,309$12,289
Operating cash flows from finance leases48027
Finance cash flows from finance leases2,443182
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)54,45113,024
Right-of-use assets obtained in exchange for new finance lease liabilities2,3081,471
Weighted-average remaining lease term - operating leases (in years)8.439.20
Weighted-average remaining lease term - finance leases (in years)3.283.81
Weighted-average discount rate - operating leases6.32 %6.83 %
Weighted-average discount rate - finance leases5.54 %6.33 %
_____________
(1)For the six months ended June 30, 2021, this includes right-of-use assets acquired as part of the business combinations described in Note 17 of $39.6 million.
As of June 30, 2021 and December 31, 2020, the Company’s right-of-use assets from operating leases are $166.9 million and $125.9 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of June 30, 2021, the Company has outstanding operating lease obligations of $180.9 million, of which $16.6 million is reported in operating lease liabilities, current portion and $164.3 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2020, the Company had outstanding operating lease obligations of $132.6 million, of which $11.5 million is reported in operating lease liabilities, current portion and $121.1 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.
As of June 30, 2021 and December 31, 2020, the Company’s right-of-use assets from finance leases are $18.2 million and $18.6 million, respectively, which are reported in other long-term assets, net in the Company’s condensed consolidated balance sheets. As of June 30, 2021, the Company has outstanding finance lease obligations of $18.5 million, of which $5.4 million is reported in other current liabilities and $13.1 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets. As of December 31, 2020, the Company had outstanding finance lease obligations of $18.7 million, of which $4.7 million is reported in other current liabilities and $14.0 million is reported in other long-term liabilities 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 finance leases.
The Company executed a lease agreement for a new facility in La Jolla, California that will commence in 2021. The Company anticipates that it will recognize $22.8 million in operating lease right-of-use assets and $22.8 million in operating lease liabilities in the condensed consolidated balance sheet, respectively, upon commencement of the lease.
Legal Matters
The Company records reserves and accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such reserves and accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices.
As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not material. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings, including as described below. Except for the proceedings discussed below, the Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity.
The Company is currently responding to civil investigative demands and administrative subpoenas issued pursuant to the Health Insurance Portability and Accountability Act of 1996 by the United States Department of Justice (“DOJ”) concerning Genomic Health’s compliance with the Medicare Date of Service billing regulations (the “DOS Rule Investigation”). The Company has been cooperating with the DOS Rule Investigation and has produced documents in response thereto.
During the second quarter of 2021, as part of ongoing discussions between the DOJ and the Company regarding the DOS Rule Investigation, the DOJ presented an estimate of civil damages in the amount of $48.2 million relating to alleged non-compliance with the Medicare Date of Service billing regulations from 2007 to 2020. At the time of this filing, the Company is in the process of evaluating the damages estimate and preparing a response to the DOJ. The civil damages estimate does not include potential treble damages, civil or criminal penalties or other remedies that the DOJ could seek against the Company. Given the early stage of these ongoing discussions, the Company is unable to establish a reasonable estimate or an estimated range of loss related to this matter at this time. As a result, no amounts of loss related to the DOS Rule Investigation have been accrued in the condensed consolidated financial statements.
On June 24, 2019, Niles Rosen M.D. filed a sealed ex parte qui tam lawsuit against the Company in the United States District Court for the Middle District of Florida, that alleged a violation of the Federal Anti-Kickback Statute and False Claims Act for offering gift cards to patients in exchange for returning the Cologuard screening test (the “Qui Tam Suit”). Dr. Rosen seeks on behalf of the U.S. government and himself an award of civil penalties, treble damages and fees and costs. On February 25, 2020, the Company received a civil investigative demand by the DOJ related to the Company’s gift card program. The Company produced documents in response thereto. On March 25, 2021, the DOJ filed a notice of its election to decline intervention in the Qui Tam Suit. This election does not prevent Dr. Rosen from continuing the Qui Tam Suit. On April 12, 2021, Dr. Rosen filed an amended complaint against the Company, alleging violations of the Federal Anti-Kickback Statute and False Claims Act. The Company first learned of the Qui Tam Suit and the DOJ’s election to decline intervention in July 2021. The Company intends to vigorously defend itself against Dr. Rosen's claims and seek, among other things, the Company’s attorneys' fees and costs incurred in defending this action. Although the Company denies Dr. Rosen's allegations and believes that it has meritorious defenses to his False Claims Act claims, neither the outcome of the litigation nor can a reasonable estimate or an estimated range of loss associated with the litigation be determined at this time.
Adverse outcomes from the DOS Rule Investigation and the Qui Tam Suit 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 affect the Company’s business, financial condition and results of operation.
In connection with the Company's combination with Genomic Health, on June 22, 2020, Suzanne Flannery, a purported former stockholder of Genomic Health, filed a Verified Individual and Class Action Complaint in the Delaware Court of Chancery, captioned Flannery v. Genomic Health, Inc., et al., C.A. No. 2020-0492. Flannery amended her complaint on November 23, 2020. The amended complaint asserts individual and class action claims, including: (i) a violation of 8 Del. C. § 203 by Genomic Health, Exact Sciences and a purported controlling group of former Genomic Health stockholders; (ii) conversion by Genomic Health, Exact Sciences and Spring Acquisition Corp.; (iii) breach of fiduciary duty by Genomic Health's former directors; (iv) breach of fiduciary duty by the purported controlling group; and (v) aiding and abetting breach of fiduciary duty against Exact Sciences, Spring Acquisition and Goldman Sachs & Co. LLC, Genomic Health's financial advisor in the combination. The amended complaint seeks, among other things, declaratory relief, unspecified monetary damages and attorneys' fees and costs. All defendants moved to dismiss the amended complaint. Oral argument on defendants’ motions to dismiss the amended complaint occurred in May 2021 and the ruling on the motion to dismiss is pending as of the date of this Quarterly Report on Form 10-Q.
v3.21.2
NEW MARKET TAX CREDIT
 6 Months Ended
Jun. 30, 2021
NEW MARKET TAX CREDIT  
NEW MARKET TAX CREDIT 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.
v3.21.2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
 6 Months Ended
Jun. 30, 2021
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS [Abstract]  
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS 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 on the condition that 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 June 30, 2021, the Company has earned all $9.0 million of the refundable tax credits and has received payment of $7.5 million from the WEDC. The unpaid portion is $1.5 million, which is reported in prepaid expenses and other current assets, reflecting when collection of the refundable tax credits is expected to occur. As of June 30, 2021 and December 31, 2020, the corresponding liability, which reflected when the expected benefit of tax credit amortization would reduce future operating expenses, has been fully amortized.
During the three and six months ended June 30, 2020, the Company amortized $0.6 million and $1.2 million, respectively, of the tax credits earned as a reduction of operating expenses.
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
 6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
Business Combinations
Ashion Analytics, LLC
On April 14, 2021, the Company completed the acquisition (“Ashion Acquisition”) of all of the outstanding equity interests of Ashion from PMed Management, LLC (“PMed”), which is a subsidiary of TGen. The Ashion Acquisition provided the Company a Clinical Laboratory Improvement Amendments (“CLIA”) certified and College of American Pathologists (“CAP”) accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEMExTra®, a comprehensive genomic cancer test, and provides access to whole exome, matched germline, and transcriptome sequencing capabilities. The Company has included the financial results of Ashion in the consolidated financial statements from the date of the combination.
The combination date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:
(In thousands)
Cash$74,775
Common stock issued16,224
Contingent consideration19,000
Total purchase price$109,999
The fair value of the 125,444 common shares issued as part of consideration transferred was determined on the basis of the average of the high and low market price of the Company's shares on the acquisition date, which was $129.33.
The contingent consideration arrangement requires the Company to pay $20.0 million of additional cash consideration to PMed upon the Company’s commercial launch, on or before the tenth anniversary of the Ashion Acquisition, of a test for minimal residual disease (“MRD”) detection and/or treatment (the “Commercial Launch Milestone”). The fair value of the Commercial Launch Milestone at the acquisition date was $19.0 million. The contingent consideration arrangement also requires the Company to pay $30.0 million of additional cash upon the Company’s achievement, on or before the fifth anniversary of the Ashion Acquisition, of cumulative revenues from MRD products of $500.0 million (the “MRD Product Revenue Milestone”). No value was ascribed to the MRD Product Revenue Milestone based on probability assessments as of the acquisition date. The fair value of the Commercial Launch Milestone and MRD Product Revenue Milestone was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in Accounting Standards Codification (“ASC”) 820. The key assumptions are described in Note 7.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
(In thousands)
Cash and cash equivalents$2,474
Accounts receivable2,349
Inventory1,811
Prepaid expenses and other current assets425
Property, plant and equipment9,947
Operating lease right-of-use assets548
Developed technology39,000
Total identifiable assets acquired$56,554
Accounts payable(1,477)
Accrued liabilities(1,190)
Operating lease liabilities, current portion(343)
Other current liabilities(98)
Operating lease liabilities, less current portion(205)
Total liabilities assumed$(3,313)
Net identifiable assets acquired$53,241
Goodwill56,758
Net assets acquired$109,999
The company recorded $39.0 million of identifiable intangible assets related to the developed technology associated with GEMExTra. Developed technology represents purchased technology that had reached technological feasibility and for which Ashion had substantially completed development as of the date of combination. The fair value of the developed technology has been determined using the income approach multi-period excess earnings method, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, and required rate of return and tax rate. 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 13 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 acquired workforce expertise, the capabilities in the advancement of creating and launching new products, including an MRD product, and expected salesforce synergies related to the developed technology. The total goodwill related to this combination is deductible for tax purposes.
The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset.
Pro forma impact and results of operations disclosures have not been included due to immateriality.
During the three and six months ended June 30, 2021, the Company incurred $0.7 million and $1.6 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations, respectively. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger.
Thrive Earlier Detection Corporation
On January 5, 2021, the Company completed the acquisition (“Thrive Merger”) of all of the outstanding capital stock of Thrive. Thrive, headquartered in Cambridge, Massachusetts, is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. The Company expects that combining Thrive's early-stage screening test, CancerSEEK, with the Company’s scientific platform, clinical organization and commercial infrastructure will establish the Company as a leading competitor in blood-based, multi-cancer screening. The Company has included the financial results of Thrive in the consolidated financial statements from the date of the combination.
The combination date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:
(In thousands)
Common stock issued$1,175,431
Cash584,996
Contingent consideration331,348
Fair value of replaced equity awards52,245
Previously held equity investment fair value43,034
Total purchase price$2,187,054
The Company issued 9,323,266 common shares that had a fair value of $1.19 billion based on the average of the high and low market price of the Company's shares on the acquisition date, which was $127.79. Of the total consideration for common stock issued, $1.18 billion was allocated to the purchase consideration and $16.0 million was recorded as compensation within general and administrative expenses in the condensed consolidated statement of operations on the acquisition date due to accelerated vesting of legacy Thrive restricted stock awards (“RSA”) and RSU awards in connection with the acquisition.
The Company paid $590.2 million in cash on the acquisition date. Of the total consideration for cash, $585.0 million was allocated to the purchase consideration and $5.2 million was recorded as compensation within general and administrative expenses on the acquisition date due to accelerated vesting of legacy Thrive RSU and RSA awards that were cash-settled in connection with the acquisition.
The contingent consideration arrangement requires the Company to pay up to $450.0 million of additional cash consideration to Thrive’s former shareholders upon the achievement of two discrete events, U.S. Food and Drug Administration (“FDA”) approval and Centers for Medicare & Medicaid Services (“CMS”) coverage, for $150.0 million and up to $300.0 million, respectively. The fair value of the contingent consideration arrangement at the acquisition date was $352.0 million. The fair value of the contingent consideration was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions are described in Note 7. Of the total fair value of the contingent consideration, $331.3 million was allocated to the consideration transferred, $6.4 million was allocated to the Company’s previous ownership interest in Thrive, and $14.3 million was deemed compensatory as participation is dependent on replaced unvested equity awards vesting which requires future service. Compensation expense related to the milestones could be up to $18.2 million undiscounted and will be recognized in the future once probable and payable.
The Company replaced unvested stock options, RSUs, and RSAs and vested stock options with a combination-date fair value of $197.0 million. Of the total consideration for replaced equity awards, $52.2 million was allocated to the consideration transferred and $144.8 million was deemed compensatory as it was attributable to post acquisition vesting. Of the total compensation related to replaced awards, $65.0 million was expensed on the acquisition date due to accelerated vesting of stock options in connection with the acquisition and $79.8 million relates to future services and will be expensed over the remaining service periods of the unvested stock options, RSUs, and RSAs on a straight-line basis. Including expense recognized for accelerated vesting of RSUs and RSAs described above, total expected stock-based compensation expense is $166.0 million, of which $86.2 million was recognized immediately to general and administrative expenses in the condensed consolidated statement of operations due to accelerated vesting.
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The fair value of the RSA and RSUs assumed by the Company was determined based on the average of the high and low market price of the Company's shares on the acquisition date. The share conversion ratio of 0.06216 was applied to convert Thrive’s outstanding equity awards for Thrive’s common stock into equity awards for shares of the Company’s common stock.
The fair value of options assumed were based on the assumptions in the following table:
Option Plan Shares Assumed
Risk-free interest rates
0.11% - 0.12%
Expected term (in years)
1.26 - 1.57
Expected volatility
65.54% - 71.00%
Dividend yield
—%
Weighted average fair value per share of options assumed
$109.74 - $124.89
The Company previously held a preferred stock investment of $12.5 million in Thrive and recognized a gain of approximately $30.5 million on the transaction within investment income, net on the Company’s consolidated statement of operations, which represented the adjustment of the Company’s historical investment to the acquisition date fair value. The fair value of the Company’s previous ownership in Thrive was determined based on the pro-rata share payout applied to the Company’s interest combined with the fair value of the Company’s share of the contingent consideration arrangement, as discussed above.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
(In thousands)Preliminary Allocation
January 5, 2021		Measurement Period Adjustments
Allocation as of June 30, 2021
Cash and cash equivalents$241,748$—$241,748
Prepaid expenses and other current assets3,939—3,939
Property, plant and equipment29,977—29,977
Operating lease right-of-use assets39,027—39,027
Other long-term assets67—67
In-process research and development (IPR&D)1,250,000—1,250,000
Total identifiable assets acquired $1,564,758$—$1,564,758
Accounts payable(3,222)—(3,222)
Accrued liabilities (6,218)(1,862)(8,080)
Operating lease liabilities, current portion(2,980)—(2,980)
Operating lease liabilities, less current portion(38,622)—(38,622)
Deferred tax liability(272,905)—(272,905)
Total liabilities assumed $(323,947)$(1,862)$(325,809)
Net identifiable assets acquired $1,240,811$(1,862)$1,238,949
Goodwill946,2431,862948,105
Net assets acquired $2,187,054$—$2,187,054
IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product and expected commercial release. The amounts capitalized are accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of the research and development efforts associated with the projects. The company recorded $1.25 billion of IPR&D related to a project associated with the development of an FDA approved blood-based, multi cancer screening test. The IPR&D asset was valued using the multiple-period excess earnings method approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as estimates of achievement probability and timing related to the royalty and milestone obligations due to JHU, as described in Note 10.
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 research and development workforce expertise, next generation sequencing capabilities and expected synergies. The total goodwill related to this combination is not deductible for tax purposes.
The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the IPR&D asset, as well as finalization of the pre-combination income tax returns.
The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations from the combination date of January 5, 2021 to June 30, 2021 was $180.0 million. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations for the three months ended June 30, 2021 was $37.2 million.
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.
Three Months Ended June 30,Six Months Ended June 30, 2021
(In thousands)2021202020212020
Total revenues$434,819 $268,868 $836,896 $616,689 
Net loss before tax(172,887)(91,376)(365,456)(351,122)
The unaudited pro forma financial information for all periods presented above has been calculated after adjusting the results of Thrive to reflect the business combination accounting effects resulting from this combination. The Company incurred $86.2 million of stock-based compensation expense related to accelerated vesting in connection with the acquisition, $13.5 million of stock-based compensation expense related to accelerated vesting for employees with qualifying termination events, and $10.3 million of transaction costs incurred to execute the acquisition during the first quarter of 2021. These expenses are included in general and administrative expenses on the condensed consolidated statement of operations for the six months ended June 30, 2021 and are reflected in pro forma earnings for the six months ended June 30, 2020 in the table above. The Company recorded a realized gain of $30.5 million during the first quarter of 2021 in investment income, net on the Company’s condensed consolidated statement of operations relating to the Company’s pre-acquisition investment in Thrive. This gain has been reduced to $7.6 million due to the Company’s smaller ownership interest in Thrive on January 1, 2020, and is reflected in pro forma earnings for the six months ended June 30, 2020 in the table above. The Company recorded a remeasurement of contingent consideration of $9.0 million related to Thrive in general and administrative expenses in the consolidated statement of operations for the six months ended June 30, 2021. This expense is reflected in the six months ended June 30, 2020 in the table above. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the combination had taken place as of January 1, 2020.
During 2021, the Company incurred $10.3 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger.
In connection with acquisition-related severances, the Company recorded $1.0 million of expense related to vesting of previously unvested equity awards and $0.7 million of additional benefit charges for the three months ended June 30, 2021.The Company recorded $14.5 million of expense related to vesting of previously unvested equity awards and $2.7 million of additional benefit charges for the six months ended June 30, 2021.
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 were 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 $40.4 million, which consists of $32.2 million payable in shares of the Company’s common stock and $8.2 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.8 million was issued as of June 30, 2021, and the remaining $3.4 million, which was withheld and may become payable as additional merger consideration, is included in other current liabilities in the condensed consolidated balance sheet as of June 30, 2021. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows:
(In thousands)Preliminary Allocation
March 3, 2020		Measurement Period AdjustmentsFinal Allocation
March 3, 2021
Net operating assets$6,133 $(760)$5,373 
Goodwill29,695 736 30,431 
Developed technology7,800 — 7,800 
Net operating liabilities(3,123)(80)(3,203)
Total purchase price$40,505 $(104)$40,401 
The measurement period adjustments primarily related to accounts receivable valuation and working capital adjustments.
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 condensed consolidated statement of operations.
Asset Acquisitions
PFS Genomics Inc.
On May 3, 2021, the Company acquired 90% of the outstanding capital stock of PFS Genomics Inc. (“PFS”). On June 23, 2021, the Company completed the acquisition of the remaining 10% interest in PFS. The Company paid cash of $33.6 million for 100% of the outstanding capital stock in PFS. PFS is a healthcare company focused on personalizing treatment for breast cancer patients to improve outcomes and reduce unnecessary treatment. The Company expects this acquisition to expand its ability to help guide early-stage breast cancer treatment through individualized radiotherapy treatment decisions.
The transaction was treated as an asset acquisition under GAAP because substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired technology.
The assets acquired and liabilities assumed were substantially comprised of the In-process research and development (“IPR&D”) asset as shown in the table below. The IPR&D asset acquired was recorded to research and development expense in the consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition.
The Company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date.
Acquisition related costs were not material in this asset acquisition.
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
(In thousands)
Consideration
Cash paid for acquisition of PFS Genomics outstanding shares$33,569
Assets acquired and liabilities assumed
Cash496
IPR&D asset33,074
Other assets and liabilities(1)
Net assets acquired$33,569
TARDIS License Agreement
On January 11, 2021, the Company entered into a worldwide exclusive license to the proprietary TARDIS technology from TGen, an affiliate of City of Hope. Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. The Company intends to develop and commercialize the TARDIS technology as a minimal residual disease test. The Company accounted for this transaction as an asset acquisition. In connection with the asset acquisition, the Company paid upfront fair value consideration of $52.3 million comprised of $25.0 million in cash and issuance of 0.2 million shares of common stock valued at $27.3 million based on the average of the high and low market price of the Company’s shares on the acquisition date. In addition, the Company is obligated to make milestone payments to TGen of $10.0 million and $35.0 million upon achieving cumulative product revenue related to MRD detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The upfront consideration was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company will record the sales milestones once achievement is deemed probable. No acquisition related costs were incurred in this asset acquisition during the three and six months ended June 30, 2021.
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
Business Combinations
Ashion Analytics, LLC
On April 14, 2021, the Company completed the acquisition (“Ashion Acquisition”) of all of the outstanding equity interests of Ashion from PMed Management, LLC (“PMed”), which is a subsidiary of TGen. The Ashion Acquisition provided the Company a Clinical Laboratory Improvement Amendments (“CLIA”) certified and College of American Pathologists (“CAP”) accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEMExTra®, a comprehensive genomic cancer test, and provides access to whole exome, matched germline, and transcriptome sequencing capabilities. The Company has included the financial results of Ashion in the consolidated financial statements from the date of the combination.
The combination date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:
(In thousands)
Cash$74,775
Common stock issued16,224
Contingent consideration19,000
Total purchase price$109,999
The fair value of the 125,444 common shares issued as part of consideration transferred was determined on the basis of the average of the high and low market price of the Company's shares on the acquisition date, which was $129.33.
The contingent consideration arrangement requires the Company to pay $20.0 million of additional cash consideration to PMed upon the Company’s commercial launch, on or before the tenth anniversary of the Ashion Acquisition, of a test for minimal residual disease (“MRD”) detection and/or treatment (the “Commercial Launch Milestone”). The fair value of the Commercial Launch Milestone at the acquisition date was $19.0 million. The contingent consideration arrangement also requires the Company to pay $30.0 million of additional cash upon the Company’s achievement, on or before the fifth anniversary of the Ashion Acquisition, of cumulative revenues from MRD products of $500.0 million (the “MRD Product Revenue Milestone”). No value was ascribed to the MRD Product Revenue Milestone based on probability assessments as of the acquisition date. The fair value of the Commercial Launch Milestone and MRD Product Revenue Milestone was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in Accounting Standards Codification (“ASC”) 820. The key assumptions are described in Note 7.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
(In thousands)
Cash and cash equivalents$2,474
Accounts receivable2,349
Inventory1,811
Prepaid expenses and other current assets425
Property, plant and equipment9,947
Operating lease right-of-use assets548
Developed technology39,000
Total identifiable assets acquired$56,554
Accounts payable(1,477)
Accrued liabilities(1,190)
Operating lease liabilities, current portion(343)
Other current liabilities(98)
Operating lease liabilities, less current portion(205)
Total liabilities assumed$(3,313)
Net identifiable assets acquired$53,241
Goodwill56,758
Net assets acquired$109,999
The company recorded $39.0 million of identifiable intangible assets related to the developed technology associated with GEMExTra. Developed technology represents purchased technology that had reached technological feasibility and for which Ashion had substantially completed development as of the date of combination. The fair value of the developed technology has been determined using the income approach multi-period excess earnings method, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, and required rate of return and tax rate. 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 13 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 acquired workforce expertise, the capabilities in the advancement of creating and launching new products, including an MRD product, and expected salesforce synergies related to the developed technology. The total goodwill related to this combination is deductible for tax purposes.
The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset.
Pro forma impact and results of operations disclosures have not been included due to immateriality.
During the three and six months ended June 30, 2021, the Company incurred $0.7 million and $1.6 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations, respectively. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger.
Thrive Earlier Detection Corporation
On January 5, 2021, the Company completed the acquisition (“Thrive Merger”) of all of the outstanding capital stock of Thrive. Thrive, headquartered in Cambridge, Massachusetts, is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. The Company expects that combining Thrive's early-stage screening test, CancerSEEK, with the Company’s scientific platform, clinical organization and commercial infrastructure will establish the Company as a leading competitor in blood-based, multi-cancer screening. The Company has included the financial results of Thrive in the consolidated financial statements from the date of the combination.
The combination date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:
(In thousands)
Common stock issued$1,175,431
Cash584,996
Contingent consideration331,348
Fair value of replaced equity awards52,245
Previously held equity investment fair value43,034
Total purchase price$2,187,054
The Company issued 9,323,266 common shares that had a fair value of $1.19 billion based on the average of the high and low market price of the Company's shares on the acquisition date, which was $127.79. Of the total consideration for common stock issued, $1.18 billion was allocated to the purchase consideration and $16.0 million was recorded as compensation within general and administrative expenses in the condensed consolidated statement of operations on the acquisition date due to accelerated vesting of legacy Thrive restricted stock awards (“RSA”) and RSU awards in connection with the acquisition.
The Company paid $590.2 million in cash on the acquisition date. Of the total consideration for cash, $585.0 million was allocated to the purchase consideration and $5.2 million was recorded as compensation within general and administrative expenses on the acquisition date due to accelerated vesting of legacy Thrive RSU and RSA awards that were cash-settled in connection with the acquisition.
The contingent consideration arrangement requires the Company to pay up to $450.0 million of additional cash consideration to Thrive’s former shareholders upon the achievement of two discrete events, U.S. Food and Drug Administration (“FDA”) approval and Centers for Medicare & Medicaid Services (“CMS”) coverage, for $150.0 million and up to $300.0 million, respectively. The fair value of the contingent consideration arrangement at the acquisition date was $352.0 million. The fair value of the contingent consideration was estimated using a probability-weighted scenario based discounted cash flow model. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. The key assumptions are described in Note 7. Of the total fair value of the contingent consideration, $331.3 million was allocated to the consideration transferred, $6.4 million was allocated to the Company’s previous ownership interest in Thrive, and $14.3 million was deemed compensatory as participation is dependent on replaced unvested equity awards vesting which requires future service. Compensation expense related to the milestones could be up to $18.2 million undiscounted and will be recognized in the future once probable and payable.
The Company replaced unvested stock options, RSUs, and RSAs and vested stock options with a combination-date fair value of $197.0 million. Of the total consideration for replaced equity awards, $52.2 million was allocated to the consideration transferred and $144.8 million was deemed compensatory as it was attributable to post acquisition vesting. Of the total compensation related to replaced awards, $65.0 million was expensed on the acquisition date due to accelerated vesting of stock options in connection with the acquisition and $79.8 million relates to future services and will be expensed over the remaining service periods of the unvested stock options, RSUs, and RSAs on a straight-line basis. Including expense recognized for accelerated vesting of RSUs and RSAs described above, total expected stock-based compensation expense is $166.0 million, of which $86.2 million was recognized immediately to general and administrative expenses in the condensed consolidated statement of operations due to accelerated vesting.
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The fair value of the RSA and RSUs assumed by the Company was determined based on the average of the high and low market price of the Company's shares on the acquisition date. The share conversion ratio of 0.06216 was applied to convert Thrive’s outstanding equity awards for Thrive’s common stock into equity awards for shares of the Company’s common stock.
The fair value of options assumed were based on the assumptions in the following table:
Option Plan Shares Assumed
Risk-free interest rates
0.11% - 0.12%
Expected term (in years)
1.26 - 1.57
Expected volatility
65.54% - 71.00%
Dividend yield
—%
Weighted average fair value per share of options assumed
$109.74 - $124.89
The Company previously held a preferred stock investment of $12.5 million in Thrive and recognized a gain of approximately $30.5 million on the transaction within investment income, net on the Company’s consolidated statement of operations, which represented the adjustment of the Company’s historical investment to the acquisition date fair value. The fair value of the Company’s previous ownership in Thrive was determined based on the pro-rata share payout applied to the Company’s interest combined with the fair value of the Company’s share of the contingent consideration arrangement, as discussed above.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
(In thousands)Preliminary Allocation
January 5, 2021		Measurement Period Adjustments
Allocation as of June 30, 2021
Cash and cash equivalents$241,748$—$241,748
Prepaid expenses and other current assets3,939—3,939
Property, plant and equipment29,977—29,977
Operating lease right-of-use assets39,027—39,027
Other long-term assets67—67
In-process research and development (IPR&D)1,250,000—1,250,000
Total identifiable assets acquired $1,564,758$—$1,564,758
Accounts payable(3,222)—(3,222)
Accrued liabilities (6,218)(1,862)(8,080)
Operating lease liabilities, current portion(2,980)—(2,980)
Operating lease liabilities, less current portion(38,622)—(38,622)
Deferred tax liability(272,905)—(272,905)
Total liabilities assumed $(323,947)$(1,862)$(325,809)
Net identifiable assets acquired $1,240,811$(1,862)$1,238,949
Goodwill946,2431,862948,105
Net assets acquired $2,187,054$—$2,187,054
IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product and expected commercial release. The amounts capitalized are accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of the research and development efforts associated with the projects. The company recorded $1.25 billion of IPR&D related to a project associated with the development of an FDA approved blood-based, multi cancer screening test. The IPR&D asset was valued using the multiple-period excess earnings method approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected sales, margin, required rate of return and tax rate, as well as estimates of achievement probability and timing related to the royalty and milestone obligations due to JHU, as described in Note 10.
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 research and development workforce expertise, next generation sequencing capabilities and expected synergies. The total goodwill related to this combination is not deductible for tax purposes.
The total purchase price allocation is preliminary and based upon estimates and assumptions that are subject to change within the measurement period as additional information for the estimates is obtained. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the IPR&D asset, as well as finalization of the pre-combination income tax returns.
The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations from the combination date of January 5, 2021 to June 30, 2021 was $180.0 million. The net loss before tax of Thrive included in the Company’s condensed consolidated statement of operations for the three months ended June 30, 2021 was $37.2 million.
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.
Three Months Ended June 30,Six Months Ended June 30, 2021
(In thousands)2021202020212020
Total revenues$434,819 $268,868 $836,896 $616,689 
Net loss before tax(172,887)(91,376)(365,456)(351,122)
The unaudited pro forma financial information for all periods presented above has been calculated after adjusting the results of Thrive to reflect the business combination accounting effects resulting from this combination. The Company incurred $86.2 million of stock-based compensation expense related to accelerated vesting in connection with the acquisition, $13.5 million of stock-based compensation expense related to accelerated vesting for employees with qualifying termination events, and $10.3 million of transaction costs incurred to execute the acquisition during the first quarter of 2021. These expenses are included in general and administrative expenses on the condensed consolidated statement of operations for the six months ended June 30, 2021 and are reflected in pro forma earnings for the six months ended June 30, 2020 in the table above. The Company recorded a realized gain of $30.5 million during the first quarter of 2021 in investment income, net on the Company’s condensed consolidated statement of operations relating to the Company’s pre-acquisition investment in Thrive. This gain has been reduced to $7.6 million due to the Company’s smaller ownership interest in Thrive on January 1, 2020, and is reflected in pro forma earnings for the six months ended June 30, 2020 in the table above. The Company recorded a remeasurement of contingent consideration of $9.0 million related to Thrive in general and administrative expenses in the consolidated statement of operations for the six months ended June 30, 2021. This expense is reflected in the six months ended June 30, 2020 in the table above. The historical consolidated financial statements have been adjusted in the unaudited pro forma combined financial information to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the combination had taken place as of January 1, 2020.
During 2021, the Company incurred $10.3 million of acquisition-related costs recorded in general and administrative expenses in the condensed consolidated statement of operations. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger.
In connection with acquisition-related severances, the Company recorded $1.0 million of expense related to vesting of previously unvested equity awards and $0.7 million of additional benefit charges for the three months ended June 30, 2021.The Company recorded $14.5 million of expense related to vesting of previously unvested equity awards and $2.7 million of additional benefit charges for the six months ended June 30, 2021.
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 were 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 $40.4 million, which consists of $32.2 million payable in shares of the Company’s common stock and $8.2 million which was settled through a cash payment. Of the $32.2 million to be settled through the issuance of common stock, $28.8 million was issued as of June 30, 2021, and the remaining $3.4 million, which was withheld and may become payable as additional merger consideration, is included in other current liabilities in the condensed consolidated balance sheet as of June 30, 2021. The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows:
(In thousands)Preliminary Allocation
March 3, 2020		Measurement Period AdjustmentsFinal Allocation
March 3, 2021
Net operating assets$6,133 $(760)$5,373 
Goodwill29,695 736 30,431 
Developed technology7,800 — 7,800 
Net operating liabilities(3,123)(80)(3,203)
Total purchase price$40,505 $(104)$40,401 
The measurement period adjustments primarily related to accounts receivable valuation and working capital adjustments.
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 condensed consolidated statement of operations.
Asset Acquisitions
PFS Genomics Inc.
On May 3, 2021, the Company acquired 90% of the outstanding capital stock of PFS Genomics Inc. (“PFS”). On June 23, 2021, the Company completed the acquisition of the remaining 10% interest in PFS. The Company paid cash of $33.6 million for 100% of the outstanding capital stock in PFS. PFS is a healthcare company focused on personalizing treatment for breast cancer patients to improve outcomes and reduce unnecessary treatment. The Company expects this acquisition to expand its ability to help guide early-stage breast cancer treatment through individualized radiotherapy treatment decisions.
The transaction was treated as an asset acquisition under GAAP because substantially all of the fair value of the gross assets acquired were deemed to be associated with the acquired technology.
The assets acquired and liabilities assumed were substantially comprised of the In-process research and development (“IPR&D”) asset as shown in the table below. The IPR&D asset acquired was recorded to research and development expense in the consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition.
The Company accounted for the acquisition in accordance with the accounting standards codification guidance for business combinations, whereby the total purchase price was allocated to the acquired net tangible and intangible assets based on their estimated fair values as of the closing date.
Acquisition related costs were not material in this asset acquisition.
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
(In thousands)
Consideration
Cash paid for acquisition of PFS Genomics outstanding shares$33,569
Assets acquired and liabilities assumed
Cash496
IPR&D asset33,074
Other assets and liabilities(1)
Net assets acquired$33,569
TARDIS License Agreement
On January 11, 2021, the Company entered into a worldwide exclusive license to the proprietary TARDIS technology from TGen, an affiliate of City of Hope. Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. The Company intends to develop and commercialize the TARDIS technology as a minimal residual disease test. The Company accounted for this transaction as an asset acquisition. In connection with the asset acquisition, the Company paid upfront fair value consideration of $52.3 million comprised of $25.0 million in cash and issuance of 0.2 million shares of common stock valued at $27.3 million based on the average of the high and low market price of the Company’s shares on the acquisition date. In addition, the Company is obligated to make milestone payments to TGen of $10.0 million and $35.0 million upon achieving cumulative product revenue related to MRD detection and/or treatment totaling $100.0 million and $250.0 million, respectively. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The upfront consideration was recorded to research and development expense in the condensed consolidated statement of operations immediately after acquisition as the asset was deemed to be incomplete and had no alternative future use at the time of acquisition. The Company will record the sales milestones once achievement is deemed probable. No acquisition related costs were incurred in this asset acquisition during the three and six months ended June 30, 2021.
v3.21.2
SEGMENT INFORMATION
 6 Months Ended
Jun. 30, 2021
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 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 June 30,Six Months Ended June 30,
(In thousands)2021202020212020
United States$407,971 $249,850 $783,993 $576,709 
Outside of United States26,848 19,018 52,903 39,980 
Total revenues$434,819 $268,868 $836,896 $616,689 
Long-lived assets located in countries outside of the United States are not significant.
v3.21.2
INCOME TAXES
 6 Months Ended
Jun. 30, 2021
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company recorded an income tax expense of $4.0 million and a benefit of $0.3 million for the three months ended June 30, 2021 and 2020, respectively. The Company recorded an income tax benefit of $238.8 million and a benefit of $2.5 million for the six months ended June 30, 2021 and 2020, respectively. The Company’s income tax expense recorded during the three months ended June 30, 2021 is primarily related to foreign tax expense, as well as the future limitations on and expiration of certain Federal and State deferred tax assets. The Company’s income tax benefit recorded during the six months ended June 30, 2021 is primarily related to an income tax benefit of $239.2 million recorded as a result of the change in the deferred tax asset valuation allowance resulting from the Thrive Merger. A deferred tax liability of approximately $37.5 million was recorded as of June 30, 2021, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. 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 $18.6 million and $16.6 million of unrecognized tax benefits at June 30, 2021 and December 31, 2020, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
As of June 30, 2021, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2001 through 2021, and to state income tax examinations for the tax years 2001 through 2021. No interest or penalties related to income taxes have been accrued or recognized as of June 30, 2021.
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jun. 30, 2021
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, 2020 included in the Company’s Annual Report on Form 10-K (the “2020 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 consolidated balance sheet at December 31, 2020 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2020 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 2020 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 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 2020 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 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 June 30, 2021 and through the date of the filing of this Quarterly Report on Form 10-Q. 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.
The pandemic and related precautionary measures began to materially disrupt the Company's operations in March 2020 and may continue to disrupt the business for an unknown period of time. As a result, the pandemic impacted the Company's revenues and operating results for the three and six months ended June 30, 2021.
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.
Reclassifications ReclassificationsCertain 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.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In August 2020, The Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2020-06, Debt – Debt with Conversion and Other Options (subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This update simplifies the accounting for convertible debt instruments by removing the beneficial conversion and cash conversion separation models for convertible instruments. Under the update, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives or that do not result in substantial premiums accounted for as paid-in capital. The update also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will no longer be available. This standard may be adopted through either a modified retrospective method of transition or a full retrospective method of transition. The amendments in this update are effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.
The Company adopted the standard on January 1, 2021 through application of the full retrospective method of transition. This method of adoption was applied to enhance comparability between the periods presented in the Company’s financial statements. The Company applied the standard to convertible notes outstanding as of the date of the first offering of the Company’s outstanding convertible notes as discussed in Note 9.
The Company’s convertible debt instruments will be accounted for as a single liability measured at its amortized cost. The notes are no longer bifurcated between debt and equity, rather accounted for entirely as debt at face value net of any discount or premium and issuance costs. Interest expense is comprised of (1) cash interest payments, (2) amortization of any debt discounts or premiums based on the original offering, and (3) amortization of any debt issuance costs. Gain or loss on extinguishment of convertible notes is calculated as the difference between the (i) fair value of the consideration transferred and (ii) the sum of the carrying value of the debt at the time of repurchase.
As of January 1, 2019, the cumulative effect of adoption resulted in a decrease in additional-paid-in-capital of $260.2 million, a decrease in accumulated deficit of $26.6 million, and an increase to net deferred tax assets of $55.7 million offset by a corresponding increase of $55.7 million in the valuation allowance. As of January 1, 2020, the cumulative effect of adoption resulted in a decrease in additional-paid-in-capital of $227.8 million, an increase in accumulated deficit of $102.6 million, and an increase to the net deferred tax assets of $83.2 million offset by a corresponding increase of $74.7 million in the valuation allowance resulting in a net decrease of $8.5 million in recorded deferred tax liabilities. As of December 31, 2020, the cumulative effect of adoption resulted in an increase in the net carrying amount of convertible notes, net, current portion of $57.3 million and convertible notes, net, less current portion of $540.9 million, a decrease in additional-paid-in-capital of $510.3 million, an increase in accumulated deficit of $77.7 million, and an increase to net deferred tax assets of $146.0 million offset by a corresponding increase of $135.8 million in the valuation allowance resulting in a net decrease of $10.2 million in recorded deferred tax liabilities. For the three months ended June 30, 2020, interest expense in the condensed consolidated statement of operations decreased by $18.6 million as a result of a decrease in amortization of debt discounts, premiums, and issuance costs, income tax benefit decreased by $0.6 million and net loss per share, basic and diluted, decreased by $0.12 per share. For the six months ended June 30, 2020, interest expense in the condensed consolidated statement of operations increased by $10.8 million as a result of an increase in loss on extinguishment of $42.9 million in connection with the extinguishment of $100.0 million face value of 2025 Notes, which was offset by a decrease in cash interest and amortization of debt discounts, premiums, and issuance costs of $32.1 million. Income tax benefit decreased by $0.1 million and net loss per share, basic and diluted, increased by $0.07 per share.
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.
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Jun. 30, 2021
Accounting Policies [Abstract]  
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:
June 30,
(In thousands)20212020
Shares issuable in connection with acquisitions157 157 
Shares issuable upon exercise of stock options2,486 2,575 
Shares issuable upon the release of restricted stock awards4,334 4,043 
Shares issuable upon the release of performance share units867 619 
Shares issuable upon conversion of convertible notes20,309 20,309 
28,153 27,703 
v3.21.2
REVENUE (Tables)
 6 Months Ended
Jun. 30, 2021
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 June 30,Six Months Ended June 30,
(In thousands)2021202020212020
Screening
Medicare Parts B & C$111,387 $59,583 $212,946 $157,742 
Commercial140,149 65,080 268,023 174,449 
Other12,401 6,670 23,296 18,593 
Total Screening263,937 131,333 504,265 350,784 
Precision Oncology
Medicare Parts B & C$47,705 $33,994 $90,822 $81,028 
Commercial49,722 45,420 102,977 99,810 
International26,848 19,018 52,903 39,980 
Other13,534 4,524 20,514 10,508 
Total Precision Oncology137,809 102,956 267,216 231,326 
COVID-19 Testing$33,073 $34,579 $65,415 $34,579 
Total$434,819 $268,868 $836,896 $616,689 
v3.21.2
MARKETABLE SECURITIES (Tables)
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021 and December 31, 2020:
(In thousands)June 30, 2021December 31, 2020
Cash, cash equivalents, and restricted cash
Cash and money market$360,797 $901,294 
Cash equivalents2,918 589,994 
Restricted cash297 306 
Total cash, cash equivalents, and restricted cash364,012 1,491,594 
Marketable securities
Available-for-sale debt securities936,331 347,178 
Equity securities7,533 1,521 
Total marketable securities943,864 348,699 
Total cash and cash equivalents, restricted cash and marketable securities$1,307,876 $1,840,293 
Schedule of restricted cash and cash equivalents
The following table sets forth the Company’s cash, cash equivalents, restricted cash, and marketable securities at June 30, 2021 and December 31, 2020:
(In thousands)June 30, 2021December 31, 2020
Cash, cash equivalents, and restricted cash
Cash and money market$360,797 $901,294 
Cash equivalents2,918 589,994 
Restricted cash297 306 
Total cash, cash equivalents, and restricted cash364,012 1,491,594 
Marketable securities
Available-for-sale debt securities936,331 347,178 
Equity securities7,533 1,521 
Total marketable securities943,864 348,699 
Total cash and cash equivalents, restricted cash and marketable securities$1,307,876 $1,840,293 
Schedule of available-for-sale securities
Available-for-sale debt securities at June 30, 2021 consisted of the following:
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss) (1)		Losses in Accumulated
Other Comprehensive
Income (Loss) (1)		Estimated Fair
Value
Cash equivalents
Corporate bonds$2,917 $1 $— $2,918 
Total cash equivalents2,917 1 — 2,918 
Marketable securities
Corporate bonds376,516 262 (80)376,698 
U.S. government agency securities276,227 29 (186)276,070 
Certificates of deposit212,863 41 (1)212,903 
Commercial paper14,999 1 — 15,000 
Asset backed securities55,660 9 (9)55,660 
Total marketable securities936,265 342 (276)936,331 
Total available-for-sale securities$939,182 $343 $(276)$939,249 
______________
(1)Gains and losses in accumulated other comprehensive income (loss) (“AOCI”) are reported before tax impact.
Available-for-sale debt securities at December 31, 2020 consisted of the following:
(In thousands)Amortized CostGains in Accumulated
Other Comprehensive
Income (Loss) (1) 		Losses in Accumulated
Other Comprehensive
Income (Loss) (1)		Estimated Fair Value
Cash equivalents
U.S. government agency securities$589,986 $8 $— $589,994 
Total cash equivalents589,986 8 — 589,994 
Marketable securities
U.S. government agency securities207,119 52 — 207,171 
Asset backed securities7,070 24 — 7,094 
Corporate bonds132,301 612 — 132,913 
Total marketable securities346,490 688 — 347,178 
Total available-for-sale securities$936,476 $696 $— $937,172 
______________
(1)Gains and losses in AOCI are reported before tax impact.
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 June 30, 2021:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
Corporate bonds$2,917 $2,918 $— $— 
Total cash equivalents2,917 2,918 — — 
Marketable securities
U.S. government agency securities7,077 7,106 269,150 268,964 
Corporate bonds184,601 184,799 191,915 191,899 
Certificates of deposit212,863 212,903 — — 
Asset backed securities— — 55,660 55,660 
Commercial paper14,999 15,000 — — 
Total marketable securities419,540 419,808 516,725 516,523 
Total$422,457 $422,726 $516,725 $516,523 
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 June 30, 2021, 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
Marketable securities
Corporate bonds$219,054 $(80)$— $— $219,054 $(80)
Certificates of deposit10,501 (1)— — 10,501 (1)
Asset backed securities40,335 (9)— — 40,335 (9)
U.S. government agency securities268,964 (186)— — 268,964 (186)
Total marketable securities538,854 (276)— — 538,854 (276)
Total available-for-sale securities$538,854 $(276)$— $— $538,854 $(276)
v3.21.2
INVENTORY (Tables)
 6 Months Ended
Jun. 30, 2021
Inventory Disclosure [Abstract]  
Schedule of inventory
Inventory consisted of the following:
(In thousands)June 30, 2021December 31, 2020
Raw materials$44,755 $43,083 
Semi-finished and finished goods45,054 49,182 
Total inventory$89,809 $92,265 
v3.21.2
PROPERTY, PLANT, AND EQUIPMENT (Tables)
 6 Months Ended
Jun. 30, 2021
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 LifeJune 30, 2021December 31, 2020
Property, plant and equipment
Landn/a$4,466 $4,466 
Leasehold and building improvements(1)140,314 117,865 
Land improvements15 years4,910 4,864 
Buildings
30 - 40 years
201,040 200,980 
Computer equipment and computer software3 years93,912 75,417 
Laboratory equipment
3 - 10 years
168,529 142,110 
Furniture and fixtures
3 - 10 years
27,383 24,968 
Assets under constructionn/a35,080 18,854 
Property, plant and equipment, at cost675,634 589,524 
Accumulated depreciation(173,726)(137,538)
Property, plant and equipment, net$501,908 $451,986 
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
v3.21.2
INTANGIBLE ASSETS AND GOODWILL (Tables)
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at June 30, 2021
Finite-lived intangible assets
Trade name14.4$100,700 $(10,406)$90,294 
Customer relationships12.32,700 (494)2,206 
Patents3.310,441 (6,092)4,349 
Acquired developed technology8.7853,171 (134,407)718,764 
Supply agreements5.930,000 (6,505)23,495 
Total finite-lived intangible assets997,012 (157,904)839,108 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,247,012 $(157,904)$2,089,108 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2020:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2020
Finite-lived intangible assets
Trade name14.9$100,700 $(7,258)$93,442 
Customer relationships12.82,700 (404)2,296 
Patents3.710,441 (5,422)5,019 
Acquired developed technology9.0814,171 (93,278)720,893 
Supply agreements6.530,000 (4,527)25,473 
Total intangible assets$958,012 $(110,889)$847,123 
Schedule of estimated future amortization expense, intangible assets
As of June 30, 2021, 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)
2021$47,880 
202295,758 
202395,755 
202495,421 
202594,373 
Thereafter409,921 
$839,108 
Schedule of carrying amount of goodwill
The change in the carrying amount of goodwill for the periods ended June 30, 2021 and December 31, 2020 is as follows:
(In thousands)
Balance, January 1, 2020$1,203,197 
Paradigm & Viomics acquisition30,431 
Genomic Health acquisition adjustment (1)
4,044 
Balance, December 31, 2020$1,237,672 
Thrive acquisition948,105 
Ashion Acquisition56,758 
Balance June 30, 2021$2,242,535 
______________
(1)The Company recognized a measurement period adjustment to goodwill related to an increase in Genomic Health’s pre-acquisition deferred tax liability due to finalization of certain income-tax related items.
v3.21.2
FAIR VALUE MEASUREMENTS (Tables)
 6 Months Ended
Jun. 30, 2021
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 June 30, 2021 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at June 30, 2021Quoted 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$360,797 $360,797 $— $— 
Corporate bonds2,918 2,918 — — 
Restricted cash297 297 — — 
Marketable securities
Corporate bonds376,698 — 376,698 — 
Certificates of deposit212,903 — 212,903 — 
Commercial paper15,000 — 15,000 — 
U.S. government agency securities276,070 — 276,070 — 
Asset backed securities55,660 — 55,660 — 
Equity securities (1)7,533 — 7,533 — 
Liabilities
Contingent consideration(361,862)— — (361,862)
Total$946,014 $364,012 $943,864 $(361,862)
______________
(1)The equity securities held are classified as Level 2 as they are subject to a short-term lock-up restriction and have been discounted from the observable market prices of the similar unrestricted equity securities.
The following table presents the Company’s fair value measurements as of December 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 December 31, 2020Quoted 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$901,294 $901,294 $— $— 
U.S. government agency securities589,994 — 589,994 — 
Restricted cash306 306 — — 
Marketable securities
U.S. government agency securities207,171 — 207,171 — 
Corporate bonds132,913 — 132,913 — 
Asset backed securities7,094 — 7,094 — 
Equity securities1,521 1,521 — — 
Liabilities
Contingent consideration(2,477)— — (2,477)
Total$1,837,816 $903,121 $937,172 $(2,477)
Schedule of fair value of contingent consideration
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Beginning balance, January 1, 2021$2,477 
Purchase price contingent consideration (1)350,348 
Changes in fair value9,201 
Payments(164)
Ending balance, June 30, 2021$361,862 
______________
(1)The increase in the contingent consideration liability is due to the contingent consideration associated with the acquisitions of Ashion Analytics, LLC (“Ashion”) and Thrive Earlier Detection Corporation (“Thrive”). Refer to Note 17 for further information.
v3.21.2
CONVERTIBLE NOTES (Tables)
 6 Months Ended
Jun. 30, 2021
CONVERTIBLE NOTES [Abstract]  
Schedule of convertible note obligations included in the condensed consolidated balance sheets
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of June 30, 2021:
Fair Value (2)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible notes - 0.375%
$1,150,000 $(20,365)$1,129,635 $1,460,500 2
2027 Convertible notes - 0.375%
747,500 (12,823)734,677 1,008,826 2
2025 Convertible notes - 1.000% (1)
315,008 (2,047)312,961 581,876 2
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2020:
Fair Value (2)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible notes - 0.375%
$1,150,000 $(21,878)$1,128,122 $1,526,625 2
2027 Convertible notes - 0.375%
747,500 (13,937)733,563 992,306 2
2025 Convertible notes - 1.000% (1)
315,049 (2,333)312,716 601,744 2
______________
(1)Based on the Company’s share price on the days leading up to June 30, 2021 and December 31, 2020, holders of the 2025 Convertible Notes have the right to convert their debentures. As a result, the 2025 Convertible Notes are included within convertible notes, net, current portion on the condensed consolidated balance sheets.
(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.
Schedule of allocation of transaction costs related to convertible debt The following table summarizes the original issuance costs at the time of issuance for each set of Notes:
(In thousands)
January 2025 Notes$10,284 
June 2025 Notes7,363 
2027 Notes14,285 
2028 Notes24,453 
Schedule of interest expense
Interest expense includes the following:
Three Months Ended June 30,Six Months Ended June 30,
(In thousands)2021202020212020
Debt issuance costs amortization$1,428 $1,428 $2,840 $2,416 
Debt discount amortization37 37 73 57 
Loss on settlement of convertible notes— — — 50,819 
Coupon interest expense2,566 2,567 5,133 4,498 
Total interest expense on convertible notes4,031 4,032 8,046 57,790 
Other interest expense621 268 1,222 1,114 
Total interest expense$4,652 $4,300 $9,268 $58,904 
v3.21.2
STOCKHOLDERS' EQUITY (Tables)
 6 Months Ended
Jun. 30, 2021
Equity [Abstract]  
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI)
The amount recognized in AOCI for the six months ended June 30, 2021 were as follows:
(In thousands)Unrealized
Gain (Loss)
on Marketable
Securities		Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2020$526 $526 
Other comprehensive loss before reclassifications(399)(399)
Amounts reclassified from accumulated other comprehensive loss(230)(230)
Net current period change in accumulated other comprehensive loss, before tax(629)(629)
Income tax expense related to items of other comprehensive income170 170 
Balance at June 30, 2021$67 $67 
The amounts recognized in AOCI for the six months ended June 30, 2020 were as follows:
(In thousands)Foreign
Currency
Translation
Adjustments		Unrealized
Gain (Loss)
on Marketable
Securities (1)		Accumulated
Other
Comprehensive
Income (Loss)
Balance at December 31, 2019$(25)$(75)$(100)
Other comprehensive loss before reclassifications— 1,564 1,564 
Amounts reclassified from accumulated other comprehensive loss25 — 25 
Net current period change in accumulated other comprehensive loss25 1,564 1,589 
Balance at June 30, 2020$— $1,489 $1,489 
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three and six months ended June 30, 2020.
Schedule of amounts reclassified from accumulated other comprehensive income (loss)
Amounts reclassified from AOCI for the six months ended June 30, 2021 and 2020 were as follows:
Affected Line Item in the
Statements of Operations		Six Months Ended June 30,
Details about AOCI Components (In thousands)20212020
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investmentsInvestment income, net$(230)$— 
Foreign currency adjustmentGeneral and administrative— 25 
Total reclassifications$(230)$25 
v3.21.2
STOCK-BASED COMPENSATION (Tables)
 6 Months Ended
Jun. 30, 2021
Share-based Payment Arrangement [Abstract]  
Schedule of valuation assumptions
The Company determines the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing model, which utilizes several key assumptions which are disclosed in the following table:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
Option Plan Shares
Risk-free interest rates(1)(1)(1)
0.98% - 1.47%
Expected term (in years)(1)(1)(1)
4.68 - 6.15
Expected volatility(1)(1)(1)
65.67% - 77.51%
Dividend yield(1)(1)(1)—%
______________
(1)The Company did not grant stock options under its 2010 Omnibus Long-Term Incentive Plan or 2019 Omnibus Long-Term Incentive Plan during the period.
A summary of stock option activity under the Stock Plans is as follows:
OptionsSharesWeighted
Average
Exercise
Price (1)		Weighted
Average
Remaining
Contractual
Term(Years)		Aggregate
Intrinsic
Value(2)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20212,231,059 $39.67 6.0
Granted— — 
Assumed through acquisition1,393,748 5.51 
Exercised(1,107,613)10.51 
Forfeited(31,234)64.77 
Outstanding, June 30, 20212,485,960 $33.20 6.2$226,506 
Vested and expected to vest, June 30, 2021
2,485,960 $33.20 6.2$226,506 
Exercisable, June 30, 20211,825,975 $25.29 5.5$180,809 
______________
(1)The weighted average grant date fair value of options granted during the three and six months ended June 30, 2020 was $58.77.
(2)The total intrinsic value of options exercised during the six months ended June 30, 2021 and 2020 was $140.2 million and $20.4 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 during the six months ended June 30, 2021 is as follows:
Restricted stock and restricted stock unitsSharesWeighted
Average Grant
Date Fair Value (2)
Outstanding, January 1, 20213,968,214 $79.46 
Granted1,680,182 140.63 
Assumed through acquisition242,123 127.79 
Released (1)(1,308,929)71.15 
Forfeited(247,183)95.88 
Outstanding, June 30, 20214,334,407 $107.44 
______________
(1)The fair value of restricted stock units vested and converted to shares of the Company’s common stock was $93.1 million and $63.5 million during the six months ended June 30, 2021 and 2020, respectively.
(2)The weighted average grant date fair value of the restricted stock units granted during the six months ended June 30, 2020 was $92.29.
Share-based payment arrangement, performance shares, activity
A summary of performance share-based compensation arrangements granted under all equity compensation unit activity is as follows:
Performance share unitsShares (1)Weighted
Average Grant
Date Fair Value (2)
Outstanding, January 1, 2021618,515 $93.22 
Granted253,120 140.96 
Released— — 
Forfeited(4,150)147.81 
Outstanding, June 30, 2021867,485 $106.89 
______________
(1)The performance share units listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding performance share units as of June 30, 2021 was 174,904.
(2)The weighted average grant date fair value of the performance share units granted during the six months ended June 30, 2020 was $90.17.
Schedule of share-based payment award, employee stock purchase plan, valuation assumptions
The fair value of ESPP shares is based on the assumptions in the following table:
Three Months Ended June 30,Six Months Ended June 30,
2021202020212020
ESPP Shares
Risk-free interest rates
0.04% - 0.16%
0.12% - 0.20%
0.04% - 0.16%
0.12% - 0.20%
Expected term (in years)
0.5 - 2
0.5 - 2
0.5 - 2
0.5 - 2
Expected volatility
48.38% - 68.51%
63.67% - 89.04%
48.38% - 68.51%
63.67% - 89.04%
Dividend yield
—%
—%
—%
—%
v3.21.2
COMMITMENTS AND CONTINGENCIES (Tables)
 6 Months Ended
Jun. 30, 2021
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 leases are as follows:
Six Months Ended June 30, 2021
(In thousands)20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$12,309$12,289
Operating cash flows from finance leases48027
Finance cash flows from finance leases2,443182
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)54,45113,024
Right-of-use assets obtained in exchange for new finance lease liabilities2,3081,471
Weighted-average remaining lease term - operating leases (in years)8.439.20
Weighted-average remaining lease term - finance leases (in years)3.283.81
Weighted-average discount rate - operating leases6.32 %6.83 %
Weighted-average discount rate - finance leases5.54 %6.33 %
_____________
(1)For the six months ended June 30, 2021, this includes right-of-use assets acquired as part of the business combinations described in Note 17 of $39.6 million.
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)
 6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Schedule of business acquisitions, by acquisition
The combination date fair value of the consideration transferred for Ashion was approximately $110.0 million, which consisted of the following:
(In thousands)
Cash$74,775
Common stock issued16,224
Contingent consideration19,000
Total purchase price$109,999
The combination date fair value of the consideration transferred for Thrive was approximately $2.19 billion, which consisted of the following:
(In thousands)
Common stock issued$1,175,431
Cash584,996
Contingent consideration331,348
Fair value of replaced equity awards52,245
Previously held equity investment fair value43,034
Total purchase price$2,187,054
Schedule of share-based payment award, stock options, valuation assumptions
The fair value of options assumed were based on the assumptions in the following table:
Option Plan Shares Assumed
Risk-free interest rates
0.11% - 0.12%
Expected term (in years)
1.26 - 1.57
Expected volatility
65.54% - 71.00%
Dividend yield
—%
Weighted average fair value per share of options assumed
$109.74 - $124.89
Schedule of recognized identified assets acquired and liabilities assumed
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.
(In thousands)
Cash and cash equivalents$2,474
Accounts receivable2,349
Inventory1,811
Prepaid expenses and other current assets425
Property, plant and equipment9,947
Operating lease right-of-use assets548
Developed technology39,000
Total identifiable assets acquired$56,554
Accounts payable(1,477)
Accrued liabilities(1,190)
Operating lease liabilities, current portion(343)
Other current liabilities(98)
Operating lease liabilities, less current portion(205)
Total liabilities assumed$(3,313)
Net identifiable assets acquired$53,241
Goodwill56,758
Net assets acquired$109,999
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
(In thousands)Preliminary Allocation
January 5, 2021		Measurement Period Adjustments
Allocation as of June 30, 2021
Cash and cash equivalents$241,748$—$241,748
Prepaid expenses and other current assets3,939—3,939
Property, plant and equipment29,977—29,977
Operating lease right-of-use assets39,027—39,027
Other long-term assets67—67
In-process research and development (IPR&D)1,250,000—1,250,000
Total identifiable assets acquired $1,564,758$—$1,564,758
Accounts payable(3,222)—(3,222)
Accrued liabilities (6,218)(1,862)(8,080)
Operating lease liabilities, current portion(2,980)—(2,980)
Operating lease liabilities, less current portion(38,622)—(38,622)
Deferred tax liability(272,905)—(272,905)
Total liabilities assumed $(323,947)$(1,862)$(325,809)
Net identifiable assets acquired $1,240,811$(1,862)$1,238,949
Goodwill946,2431,862948,105
Net assets acquired $2,187,054$—$2,187,054
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as follows:
(In thousands)Preliminary Allocation
March 3, 2020		Measurement Period AdjustmentsFinal Allocation
March 3, 2021
Net operating assets$6,133 $(760)$5,373 
Goodwill29,695 736 30,431 
Developed technology7,800 — 7,800 
Net operating liabilities(3,123)(80)(3,203)
Total purchase price$40,505 $(104)$40,401 
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed:
(In thousands)
Consideration
Cash paid for acquisition of PFS Genomics outstanding shares$33,569
Assets acquired and liabilities assumed
Cash496
IPR&D asset33,074
Other assets and liabilities(1)
Net assets acquired$33,569
Business acquisition, pro forma information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Thrive, as though the companies were combined as of the beginning of January 1, 2020.
Three Months Ended June 30,Six Months Ended June 30, 2021
(In thousands)2021202020212020
Total revenues$434,819 $268,868 $836,896 $616,689 
Net loss before tax(172,887)(91,376)(365,456)(351,122)
v3.21.2
SEGMENT INFORMATION (Tables)
 6 Months Ended
Jun. 30, 2021
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 June 30,Six Months Ended June 30,
(In thousands)2021202020212020
United States$407,971 $249,850 $783,993 $576,709 
Outside of United States26,848 19,018 52,903 39,980 
Total revenues$434,819 $268,868 $836,896 $616,689 
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 29, 2020
Mar. 31, 2019
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Mar. 31, 2021
Dec. 31, 2020
Mar. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Stockholders' equity     $ 3,559,101 $ 1,887,433 $ 3,559,101 $ 1,887,433 $ 3,648,995 $ 2,235,552 $ 1,895,843 $ 1,957,639  
Increase in current portion of convertible notes     312,961   312,961     312,716      
Increase in convertible notes, net     1,864,312   1,864,312     1,861,685      
Interest income (expense)     (4,652) (4,300) (9,268) (58,904)          
Tax expense (benefit)     $ 4,025 $ (305) $ (238,780) $ (2,542)          
Increase (decrease) in net loss per share (in usd per share)     $ (1.03) $ (0.45) $ (1.22) $ (1.36)          
Increase (decrease) in net loss per share (in usd per share)     $ (1.03) $ (0.45) $ (1.22) $ (1.36)          
Loss on settlement of convertible notes $ 50,800 $ 187,700 $ 0 $ 0 $ 0 $ 50,819          
Additional Paid-In Capital                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Stockholders' equity     5,811,286 3,309,468 5,811,286 3,309,468 5,723,977 4,279,327 3,252,998 3,178,552  
Accumulated Deficit​                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Stockholders' equity     $ (2,253,972) (1,425,025) $ (2,253,972) (1,425,025) $ (2,077,060) (2,045,896) $ (1,356,933) (1,222,290)  
2025 notes                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Loss on settlement of convertible notes           42,900          
Extinguishment of debt, amount           100,000          
Cumulative Effect, Period of Adoption, Adjustment                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Deferred tax assets, net               146,000   83,200 $ 55,700
Deferred tax assets, valuation allowance               135,800   74,700 55,700
Deferred tax liability               (10,200)   (8,500)  
Increase in current portion of convertible notes               57,300      
Increase in convertible notes, net               540,900      
Interest income (expense)       18,600   (10,800)          
Tax expense (benefit)       $ 600   $ (100)          
Increase (decrease) in net loss per share (in usd per share)       $ 0.12   $ (0.07)          
Increase (decrease) in net loss per share (in usd per share)       $ 0.12   $ (0.07)          
Debt discount amortization           $ (32,100)          
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-In Capital                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Stockholders' equity               (510,300)   (227,800) (260,200)
Cumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit​                      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                      
Stockholders' equity               $ (77,700)   $ (102,600) $ 26,600
v3.21.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares
shares in Thousands
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
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 28,153 27,703
Shares issuable in connection with acquisitions    
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 157 157
Shares issuable upon exercise of stock options    
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 2,486 2,575
Shares issuable upon the release of restricted stock awards    
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 4,334 4,043
Shares issuable upon the release of performance share units    
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 867 619
Shares issuable upon conversion of 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 20,309
v3.21.2
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Disaggregation of Revenue [Line Items]        
Revenue recognized $ 434,819 $ 268,868 $ 836,896 $ 616,689
Screening        
Disaggregation of Revenue [Line Items]        
Revenue recognized 263,937 131,333 504,265 350,784
Screening | Medicare Parts B & C        
Disaggregation of Revenue [Line Items]        
Revenue recognized 111,387 59,583 212,946 157,742
Screening | Commercial        
Disaggregation of Revenue [Line Items]        
Revenue recognized 140,149 65,080 268,023 174,449
Screening | Other        
Disaggregation of Revenue [Line Items]        
Revenue recognized 12,401 6,670 23,296 18,593
Precision Oncology        
Disaggregation of Revenue [Line Items]        
Revenue recognized 137,809 102,956 267,216 231,326
Precision Oncology | Medicare Parts B & C        
Disaggregation of Revenue [Line Items]        
Revenue recognized 47,705 33,994 90,822 81,028
Precision Oncology | Commercial        
Disaggregation of Revenue [Line Items]        
Revenue recognized 49,722 45,420 102,977 99,810
Precision Oncology | International        
Disaggregation of Revenue [Line Items]        
Revenue recognized 26,848 19,018 52,903 39,980
Precision Oncology | Other        
Disaggregation of Revenue [Line Items]        
Revenue recognized 13,534 4,524 20,514 10,508
COVID-19 Testing        
Disaggregation of Revenue [Line Items]        
Revenue recognized $ 33,073 $ 34,579 $ 65,415 $ 34,579
v3.21.2
REVENUE - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Dec. 31, 2020
Disaggregation of Revenue [Line Items]          
Deferred revenue $ 28,700   $ 28,700   $ 25,000
Deferred revenue, revenue recognized during period 10,400 $ 19 24,400 $ 200  
COVID-19          
Disaggregation of Revenue [Line Items]          
Deferred revenue 27,600   27,600    
Deferred revenue, revenue recognized during period 10,300   24,100    
Variable consideration          
Disaggregation of Revenue [Line Items]          
Revenue recognized from changes in transaction prices $ (14,700) $ 3,200 $ (13,000) $ 8,600  
v3.21.2
MARKETABLE SECURITIES - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Cash and Cash Equivalents [Abstract]        
Equity securities, realized gain (loss) $ 2.5 $ 0.4 $ 2.5 $ (0.3)
v3.21.2
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Marketable Securities [Line Items]    
Cash, cash equivalents, and restricted cash $ 364,012 $ 1,491,594
Available-for-sale debt securities 939,249 937,172
Equity securities 7,533 1,521
Total marketable securities 943,864 348,699
Total cash and cash equivalents, restricted cash and marketable securities 1,307,876 1,840,293
Cash equivalents    
Marketable Securities [Line Items]    
Cash, cash equivalents, and restricted cash 2,918 589,994
Available-for-sale debt securities 2,918 589,994
Marketable securities    
Marketable Securities [Line Items]    
Available-for-sale debt securities 936,331 347,178
Cash and money market    
Marketable Securities [Line Items]    
Cash, cash equivalents, and restricted cash 360,797 901,294
Restricted cash    
Marketable Securities [Line Items]    
Cash, cash equivalents, and restricted cash $ 297 $ 306
v3.21.2
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Available-for-sale securities    
Amortized Cost $ 939,182 $ 936,476
Gains in Accumulated Other Comprehensive Income (Loss) 343 696
Losses in Accumulated Other Comprehensive Income (Loss) (276) 0
Estimated Fair Value 939,249 937,172
Cash equivalents    
Available-for-sale securities    
Amortized Cost 2,917 589,986
Gains in Accumulated Other Comprehensive Income (Loss) 1 8
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 2,918 589,994
Marketable securities    
Available-for-sale securities    
Amortized Cost 936,265 346,490
Gains in Accumulated Other Comprehensive Income (Loss) 342 688
Losses in Accumulated Other Comprehensive Income (Loss) (276) 0
Estimated Fair Value 936,331 347,178
Corporate bonds | Cash equivalents    
Available-for-sale securities    
Amortized Cost 2,917  
Gains in Accumulated Other Comprehensive Income (Loss) 1  
Losses in Accumulated Other Comprehensive Income (Loss) 0  
Estimated Fair Value 2,918  
Corporate bonds | Marketable securities    
Available-for-sale securities    
Amortized Cost 376,516 132,301
Gains in Accumulated Other Comprehensive Income (Loss) 262 612
Losses in Accumulated Other Comprehensive Income (Loss) (80) 0
Estimated Fair Value 376,698 132,913
U.S. government agency securities | Cash equivalents    
Available-for-sale securities    
Amortized Cost   589,986
Gains in Accumulated Other Comprehensive Income (Loss)   8
Losses in Accumulated Other Comprehensive Income (Loss)   0
Estimated Fair Value   589,994
U.S. government agency securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 276,227 207,119
Gains in Accumulated Other Comprehensive Income (Loss) 29 52
Losses in Accumulated Other Comprehensive Income (Loss) (186) 0
Estimated Fair Value 276,070 207,171
Asset backed securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 55,660 7,070
Gains in Accumulated Other Comprehensive Income (Loss) 9 24
Losses in Accumulated Other Comprehensive Income (Loss) (9) 0
Estimated Fair Value 55,660 $ 7,094
Certificates of deposit | Marketable securities    
Available-for-sale securities    
Amortized Cost 212,863  
Gains in Accumulated Other Comprehensive Income (Loss) 41  
Losses in Accumulated Other Comprehensive Income (Loss) (1)  
Estimated Fair Value 212,903  
Commercial paper | Marketable securities    
Available-for-sale securities    
Amortized Cost 14,999  
Gains in Accumulated Other Comprehensive Income (Loss) 1  
Losses in Accumulated Other Comprehensive Income (Loss) 0  
Estimated Fair Value $ 15,000  
v3.21.2
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details)
$ in Thousands
Jun. 30, 2021
USD ($)
Available-for-sale securities  
Due in one year or less, Cost $ 422,457
Due in one year or less, Fair Value 422,726
Due after one year through four years, Cost 516,725
Due after one year through four years, Fair Value 516,523
Cash equivalents  
Available-for-sale securities  
Due in one year or less, Cost 2,917
Due in one year or less, Fair Value 2,918
Cash equivalents | Corporate bonds  
Available-for-sale securities  
Due in one year or less, Cost 2,917
Due in one year or less, Fair Value 2,918
Marketable securities  
Available-for-sale securities  
Due in one year or less, Cost 419,540
Due in one year or less, Fair Value 419,808
Due after one year through four years, Cost 516,725
Due after one year through four years, Fair Value 516,523
Marketable securities | U.S. government agency securities  
Available-for-sale securities  
Due in one year or less, Cost 7,077
Due in one year or less, Fair Value 7,106
Due after one year through four years, Cost 269,150
Due after one year through four years, Fair Value 268,964
Marketable securities | Corporate bonds  
Available-for-sale securities  
Due in one year or less, Cost 184,601
Due in one year or less, Fair Value 184,799
Due after one year through four years, Cost 191,915
Due after one year through four years, Fair Value 191,899
Marketable securities | Certificates of deposit  
Available-for-sale securities  
Due in one year or less, Cost 212,863
Due in one year or less, Fair Value 212,903
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value 0
Marketable securities | Asset backed securities  
Available-for-sale securities  
Due in one year or less, Cost 0
Due in one year or less, Fair Value 0
Due after one year through four years, Cost 55,660
Due after one year through four years, Fair Value 55,660
Marketable securities | Commercial paper  
Available-for-sale securities  
Due in one year or less, Cost 14,999
Due in one year or less, Fair Value 15,000
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value $ 0
v3.21.2
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses And Fair Value of Available For Sale Securities (Details)
$ in Thousands
Jun. 30, 2021
USD ($)
Marketable Securities [Line Items]  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months $ 538,854
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (276)
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 538,854
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (276)
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 538,854
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (276)
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 538,854
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (276)
Corporate bonds | 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 219,054
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (80)
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 219,054
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (80)
Certificates of deposit | 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 10,501
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (1)
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 10,501
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (1)
Asset backed securities | 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 40,335
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (9)
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 40,335
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (9)
U.S. government agency securities | 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 268,964
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (186)
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 268,964
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position $ (186)
v3.21.2
INVENTORY (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Inventory Disclosure [Abstract]    
Raw materials $ 44,755 $ 43,083
Semi-finished and finished goods 45,054 49,182
Total inventory $ 89,809 $ 92,265
v3.21.2
PROPERTY, PLANT, AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Property, plant and equipment    
Property, plant and equipment, at cost $ 675,634 $ 589,524
Accumulated depreciation (173,726) (137,538)
Property, plant and equipment, net 501,908 451,986
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 $ 140,314 117,865
Land improvements    
Property, plant and equipment    
Estimated Useful Life 15 years  
Property, plant and equipment, at cost $ 4,910 4,864
Buildings    
Property, plant and equipment    
Property, plant and equipment, at cost $ 201,040 200,980
Computer equipment and computer software    
Property, plant and equipment    
Estimated Useful Life 3 years  
Property, plant and equipment, at cost $ 93,912 75,417
Laboratory equipment    
Property, plant and equipment    
Property, plant and equipment, at cost 168,529 142,110
Furniture and fixtures    
Property, plant and equipment    
Property, plant and equipment, at cost 27,383 24,968
Assets under construction    
Property, plant and equipment    
Property, plant and equipment, at cost $ 35,080 $ 18,854
Minimum | Buildings    
Property, plant and equipment    
Estimated Useful Life 30 years  
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 | Buildings    
Property, plant and equipment    
Estimated Useful Life 40 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  
v3.21.2
PROPERTY, PLANT, AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Dec. 31, 2020
Property, plant and equipment          
Depreciation $ 21,500 $ 17,600 $ 42,000 $ 33,600  
Property, plant and equipment, at cost 675,634   675,634   $ 589,524
Assets under construction          
Property, plant and equipment          
Property, plant and equipment, at cost 35,080   35,080   18,854
Laboratory equipment          
Property, plant and equipment          
Property, plant and equipment, at cost 168,529   168,529   142,110
Assets under construction 8,400   8,400    
Leasehold and building improvements          
Property, plant and equipment          
Property, plant and equipment, at cost 140,314   140,314   $ 117,865
Assets under construction 19,600   19,600    
Computer software          
Property, plant and equipment          
Assets under construction $ 7,100   $ 7,100    
v3.21.2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]    
Finite-lived intangible assets, gross $ 997,012  
Less: Accumulated amortization (157,904) $ (110,889)
Intangibles, net 839,108  
In-process research and development 1,250,000  
Finite-lived and indefinite-lived intangible assets, gross 2,247,012 958,012
Finite-lived and indefinite-lived intangible assets, net $ 2,089,108 $ 847,123
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 14 years 4 months 24 days 14 years 10 months 24 days
Finite-lived intangible assets, gross $ 100,700 $ 100,700
Less: Accumulated amortization (10,406) (7,258)
Intangibles, net $ 90,294 $ 93,442
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 12 years 3 months 18 days 12 years 9 months 18 days
Finite-lived intangible assets, gross $ 2,700 $ 2,700
Less: Accumulated amortization (494) (404)
Intangibles, net $ 2,206 $ 2,296
Patents    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 3 years 3 months 18 days 3 years 8 months 12 days
Finite-lived intangible assets, gross $ 10,441 $ 10,441
Less: Accumulated amortization (6,092) (5,422)
Intangibles, net $ 4,349 $ 5,019
Acquired developed technology    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 8 years 8 months 12 days 9 years
Finite-lived intangible assets, gross $ 853,171 $ 814,171
Less: Accumulated amortization (134,407) (93,278)
Intangibles, net $ 718,764 $ 720,893
Supply agreements    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 5 years 10 months 24 days 6 years 6 months
Finite-lived intangible assets, gross $ 30,000 $ 30,000
Less: Accumulated amortization (6,505) (4,527)
Intangibles, net $ 23,495 $ 25,473
v3.21.2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details)
$ in Thousands
Jun. 30, 2021
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2021 $ 47,880
2022 95,758
2023 95,755
2024 95,421
2025 94,373
Thereafter 409,921
Intangibles, net $ 839,108
v3.21.2
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]        
Impairment of intangible assets, finite-lived $ 0 $ 0 $ 0 $ 0
v3.21.2
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Dec. 31, 2020
Recognized Goodwill          
Goodwill, beginning balance     $ 1,237,672 $ 1,203,197 $ 1,203,197
Goodwill, ending balance $ 2,242,535   2,242,535   1,237,672
Impairment losses 0 $ 0 0 $ 0  
Paradigm & Viomics          
Recognized Goodwill          
Goodwill acquired during the period         30,431
Merger Agreement with Genomic Health, Inc.          
Recognized Goodwill          
Genomic Health acquisition adjustment         $ 4,044
Thrive          
Recognized Goodwill          
Goodwill acquired during the period     948,105    
Goodwill, ending balance $ 948,105   948,105    
Ashion Analytics          
Recognized Goodwill          
Goodwill acquired during the period     $ 56,758    
v3.21.2
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Fair value measurements    
Cash, cash equivalents, and restricted cash $ 364,012 $ 1,491,594
Estimated Fair Value 939,249 937,172
Equity securities 7,533 1,521
Restricted cash    
Fair value measurements    
Cash, cash equivalents, and restricted cash 297 306
Fair Value, Recurring    
Fair value measurements    
Equity securities 7,533 1,521
Contingent consideration (361,862) (2,477)
Total 946,014 1,837,816
Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 376,698 132,913
Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 212,903  
Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 15,000  
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 276,070 207,171
Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 55,660 7,094
Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash, cash equivalents, and restricted cash 360,797 901,294
Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Cash, cash equivalents, and restricted cash 2,918  
Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash, cash equivalents, and restricted cash 297 306
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash, cash equivalents, and restricted cash   589,994
Level 1 | Fair Value, Recurring    
Fair value measurements    
Equity securities 0 1,521
Contingent consideration 0 0
Total 364,012 903,121
Level 1 | Fair Value, Recurring | Corporate bonds    
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 | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 1 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash, cash equivalents, and restricted cash 360,797 901,294
Level 1 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Cash, cash equivalents, and restricted cash 2,918  
Level 1 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash, cash equivalents, and restricted cash 297 306
Level 1 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash, cash equivalents, and restricted cash   0
Level 2 | Fair Value, Recurring    
Fair value measurements    
Equity securities 7,533 0
Contingent consideration 0 0
Total 943,864 937,172
Level 2 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 376,698 132,913
Level 2 | Fair Value, Recurring | Certificates of deposit    
Fair value measurements    
Estimated Fair Value 212,903  
Level 2 | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 15,000  
Level 2 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 276,070 207,171
Level 2 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 55,660 7,094
Level 2 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash, cash equivalents, and restricted cash 0 0
Level 2 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Cash, cash equivalents, and restricted cash 0  
Level 2 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash, cash equivalents, and restricted cash 0 0
Level 2 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash, cash equivalents, and restricted cash   589,994
Level 3 | Fair Value, Recurring    
Fair value measurements    
Equity securities 0 0
Contingent consideration (361,862) (2,477)
Total (361,862) (2,477)
Level 3 | Fair Value, Recurring | Corporate bonds    
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 | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0 0
Level 3 | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash, cash equivalents, and restricted cash 0 0
Level 3 | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Cash, cash equivalents, and restricted cash 0  
Level 3 | Fair Value, Recurring | Restricted cash    
Fair value measurements    
Cash, cash equivalents, and restricted cash $ 0 0
Level 3 | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash, cash equivalents, and restricted cash   $ 0
v3.21.2
FAIR VALUE MEASUREMENTS - Narrative (Details)
$ in Thousands
Jun. 30, 2021
USD ($)
Dec. 31, 2020
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration $ 361,862 $ 2,477
Product Development and Other Milestone-based Payments | Weighted Average | Measurement Input, Probability of Success    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration liability, measurement input 0.904  
Product Development and Other Milestone-based Payments | Weighted Average | Measurement Input, Present-value Factor    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration liability, measurement input 0.022  
Foreign Exchange Forward    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative, notional amount $ 23,800 22,400
Level 3 | Fair Value, Nonrecurring    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Investment owned, at fair value 26,700 $ 29,100
Thrive and Ashion | Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration 359,500  
Biomatrica, Inc | Revenue and Other Performance-based Payments    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Contingent consideration $ 2,300  
v3.21.2
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Fair Value Disclosures [Abstract]    
Beginning balance $ 2,477  
Purchase price contingent consideration 350,348 $ 0
Changes in fair value 9,201 $ 0
Payments (164)  
Ending balance $ 361,862  
v3.21.2
LONG-TERM DEBT (Details)
 1 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2017
USD ($)
Jun. 30, 2021
USD ($)
agreement
employee
Dec. 31, 2020
USD ($)
Jun. 30, 2020
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     $ 23,100,000 $ 23,800,000    
Interest incurred, accrued for as an interest reserve     700,000 $ 700,000    
Interest costs capitalized $ 700,000          
Debt issuance costs, net           200,000
Minimum liquidity covenant for construction loan         $ 250,000,000  
Construction Loan Agreement | 1-month LIBOR            
Long-term debt            
Variable rate   2.25%        
Tax Increment Financing            
Long-term debt            
Face amount $ 4,600,000   $ 4,600,000      
Number of agreements | agreement     2      
Number of jobs required to create and maintain | employee     500      
Term     5 years      
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
v3.21.2
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Feb. 29, 2020
Mar. 31, 2019
Jan. 31, 2018
Convertible Notes          
Long-term debt          
Coupon Interest Rate         1.00%
Notes          
Long-term debt          
Coupon Interest Rate       0.375%  
2028 Notes          
Long-term debt          
Coupon Interest Rate 0.375% 0.375% 0.375%    
Principal Amount $ 1,150,000 $ 1,150,000      
Unamortized Debt Discount and Issuance Costs (20,365) (21,878)      
Net Carrying Amount 1,129,635 1,128,122      
2028 Notes | Level 2 | Fair Value          
Long-term debt          
Convertible notes, fair value $ 1,460,500 $ 1,526,625      
2027 Notes          
Long-term debt          
Coupon Interest Rate 0.375% 0.375%      
Principal Amount $ 747,500 $ 747,500      
Unamortized Debt Discount and Issuance Costs (12,823) (13,937)      
Net Carrying Amount 734,677 733,563      
2027 Notes | Level 2 | Fair Value          
Long-term debt          
Convertible notes, fair value $ 1,008,826 $ 992,306      
2025 notes          
Long-term debt          
Coupon Interest Rate 1.00% 1.00%      
Principal Amount $ 315,008 $ 315,049      
Unamortized Debt Discount and Issuance Costs (2,047) (2,333)      
Net Carrying Amount 312,961 312,716      
2025 notes | Level 2 | Fair Value          
Long-term debt          
Convertible notes, fair value $ 581,876 $ 601,744      
v3.21.2
CONVERTIBLE NOTES - Schedule of Transaction Costs (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
USD ($)
January 2025 Notes  
Long-term debt  
Total transaction costs $ 10,284
June 2025 Notes  
Long-term debt  
Total transaction costs 7,363
2027 Notes  
Long-term debt  
Total transaction costs 14,285
2028 Notes  
Long-term debt  
Total transaction costs $ 24,453
v3.21.2
CONVERTIBLE NOTES - Additional information (Details)
$ / shares in Units, shares in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 29, 2020
USD ($)
Mar. 31, 2019
USD ($)
shares
Jun. 30, 2018
USD ($)
Jan. 31, 2018
USD ($)
Jun. 30, 2021
USD ($)
$ / shares
Jun. 30, 2020
USD ($)
Jun. 30, 2021
USD ($)
shares
$ / shares
Jun. 30, 2020
USD ($)
Dec. 31, 2020
Long-term debt                  
Net proceeds from issuance             $ 0 $ 1,125,547,000  
Repayments of debt in cash             $ 0 150,054,000  
Closing price of common stock (in dollars per share) | $ / shares         $ 124.31   $ 124.31    
Interest expense                  
Debt issuance costs amortization         $ 1,428,000 $ 1,428,000 $ 2,840,000 2,416,000  
Debt discount amortization         37,000 37,000 73,000 57,000  
Loss on settlement of convertible notes $ 50,800,000 $ 187,700,000     0 0 0 50,819,000  
Coupon interest expense         2,566,000 2,567,000 5,133,000 4,498,000  
Total interest expense on convertible notes         4,031,000 4,032,000 8,046,000 57,790,000  
Other interest expense         621,000 268,000 1,222,000 1,114,000  
Total interest expense         $ 4,652,000 $ 4,300,000 $ 9,268,000 $ 58,904,000  
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    
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            
2025 notes                  
Long-term debt                  
Fixed interest rate (as a percent)         1.00%   1.00%   1.00%
Repayments of debt in cash 150,100,000                
Repayments of debt   493,400,000              
Amount of debt extinguished 100,000,000.0                
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)             0.1326    
Conversion price (in dollars per share) | $ / shares         $ 75.43   $ 75.43    
Convertible debt, if-converted (in shares) | shares             4.2    
If-converted value of debt in excess of principal amount             $ 204,100,000    
Effective interest rate (as a percent)         1.18% 1.18% 1.18% 1.22%  
Interest expense amortization term             3 years 6 months 18 days    
Interest expense                  
Loss on settlement of convertible notes               $ 42,900,000  
2027 Notes                  
Long-term debt                  
Fixed interest rate (as a percent)         0.375%   0.375%   0.375%
Repayments of debt in cash   $ 494,100,000              
Issuance of common stock upon convertible notes settlement (in shares) | shares   2.2              
Conversion of convertible securities, value issued   $ 182,400,000              
Total consideration   $ 676,500,000              
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)             0.0896    
Conversion price (in dollars per share) | $ / shares         $ 111.66   $ 111.66    
Convertible debt, if-converted (in shares) | shares             6.7    
If-converted value of debt in excess of principal amount             $ 84,700,000    
Effective interest rate (as a percent)         0.67% 0.67% 0.67% 0.67%  
Interest expense amortization term             5 years 8 months 15 days    
2028 Notes                  
Long-term debt                  
Amount issued and sold $ 1,150,000,000                
Fixed interest rate (as a percent) 0.375%       0.375%   0.375%   0.375%
Net proceeds from issuance $ 1,130,000,000                
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)             0.0821    
Conversion price (in dollars per share) | $ / shares         $ 121.84   $ 121.84    
Convertible debt, if-converted (in shares) | shares             9.4    
If-converted value of debt in excess of principal amount             $ 23,300,000    
Effective interest rate (as a percent)         0.64% 0.63% 0.64% 0.64%  
Interest expense amortization term             6 years 8 months 1 day    
v3.21.2
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Research and development expense $ 106,235 $ 32,673 $ 221,802 $ 76,182
Licensing Agreements | Mayo        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
License agreement fees commitment 6,300   6,300  
Licensing Agreements | Mayo        
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Research and development expense $ 1,000 $ 1,000 $ 2,200 $ 1,900
v3.21.2
LICENSE AND COLLABORATION AGREEMENTS - John Hopkins University (Details) - Jan. 05, 2021 - Thrive - Licensing Agreements
€ in Millions, $ in Millions
USD ($)
EUR (€)
Sales Milestone Range One    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Payments contingent on milestones | €   € 10.0
Collaborative arrangement sales milestone amount | $ $ 500  
Sales Milestone Range Two    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Payments contingent on milestones | €   15.0
Collaborative arrangement sales milestone amount | $ 1,000  
Sales Milestone Range Three    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Payments contingent on milestones | €   € 20.0
Collaborative arrangement sales milestone amount | $ $ 1,500  
v3.21.2
PFIZER PROMOTION AGREEMENT (Details) - Pfizer Inc - Cologuard promotion agreement - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]        
Service fee based on incremental gross profits over specified baselines and royalties $ 24.1 $ 2.1 $ 46.8 $ 21.7
Charges for promotion, sales and marketing $ 31.1 $ 21.1 $ 57.7 $ 40.5
v3.21.2
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Jan. 11, 2021
Jan. 05, 2021
Mar. 03, 2020
Jan. 31, 2021
Mar. 31, 2020
Jun. 30, 2021
Mar. 31, 2021
Mar. 31, 2020
Jun. 30, 2021
Jun. 30, 2020
Subsidiary or Equity Method Investee [Line Items]                    
Issuance of common stock for business combinations and asset acquisition (in shares)         400,000       9,510,436 382,947
Issuance of common stock for business combination and asset acquisition           $ 16,120 $ 1,254,798 $ 28,597 $ 1,271,022 $ 28,597
TARDIS Technology                    
Subsidiary or Equity Method Investee [Line Items]                    
Payments to acquire productive assets (in shares) 200,000                  
Stock issued to acquire productive assets, value $ 27,300                  
Thrive                    
Subsidiary or Equity Method Investee [Line Items]                    
Business acquisition, equity interest issued or issuable (in shares)   9,323,266   9,300,000            
Fair value of stock issued in acquisition   $ 1,190,000                
Total purchase price   2,187,054                
Common stock issued   $ 1,175,431                
Paradigm & Viomics                    
Subsidiary or Equity Method Investee [Line Items]                    
Total purchase price     $ 40,400              
Common stock issued     $ 32,200              
Issuance of common stock for business combination and asset acquisition         $ 28,800          
v3.21.2
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning Balance $ 2,235,552 $ 1,957,639
Other comprehensive loss before reclassifications (399) 1,564
Amounts reclassified from accumulated other comprehensive loss (230) 25
Net current period change in accumulated other comprehensive loss (629) 1,589
Income tax expense related to items of other comprehensive income 170  
Ending Balance 3,559,101 1,887,433
Unrealized Gain (Loss) on Marketable Securities    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning Balance 526 (75)
Other comprehensive loss before reclassifications (399) 1,564
Amounts reclassified from accumulated other comprehensive loss (230) 0
Net current period change in accumulated other comprehensive loss (629) 1,564
Ending Balance 67 1,489
Accumulated Other Comprehensive Income (Loss)    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning Balance 526 (100)
Ending Balance $ 67 1,489
Foreign Currency Translation Adjustments    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning Balance   (25)
Other comprehensive loss before reclassifications   0
Amounts reclassified from accumulated other comprehensive loss   25
Net current period change in accumulated other comprehensive loss   25
Ending Balance   $ 0
v3.21.2
STOCKHOLDERS' EQUITY - Schedule of amounts reclassified from AOCI (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Changes in Accumulated Other Comprehensive Income (Loss)        
Investment income, net $ 3,429 $ 2,912 $ 34,617 $ 3,009
General and administrative $ (167,629) $ (106,685) (435,356) (220,676)
Reclassification Out Of Accumulated Other Comprehensive Income        
Changes in Accumulated Other Comprehensive Income (Loss)        
Total reclassifications     (230) 25
Reclassification Out Of Accumulated Other Comprehensive Income | Unrealized Gain (Loss) on Marketable Securities        
Changes in Accumulated Other Comprehensive Income (Loss)        
Investment income, net     (230) 0
Reclassification Out Of Accumulated Other Comprehensive Income | Foreign Currency Translation Adjustments        
Changes in Accumulated Other Comprehensive Income (Loss)        
General and administrative     $ 0 $ 25
v3.21.2
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jan. 05, 2021
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Stock-based compensation          
Stock-based compensation expense   $ 56,300 $ 40,000 $ 219,700 $ 69,600
Noncash stock-based compensation expense       133,577 69,599
Proceeds from stock options exercised       11,600 $ 10,900
Stock Plans          
Stock-based compensation          
Unrecognized compensation cost   433,200   $ 433,200  
Weighted average period for recognition of cost       2 years 10 months 24 days  
Thrive          
Stock-based compensation          
Stock-based compensation expense $ 166,000        
Noncash stock-based compensation expense   $ 1,000   $ 14,500  
Accelerated vesting compensation expense $ 65,000        
Option Plan Shares | Thrive          
Stock-based compensation          
Accelerated vesting (in shares)   4,982   103,996  
Restricted Stock Units | Thrive          
Stock-based compensation          
Accelerated vesting (in shares)   5,827   33,306  
v3.21.2
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Dec. 31, 2020
Option Plan Shares          
Valuation assumptions          
Risk-free interest rates, minimum (as a percent)       0.98%  
Risk-free interest rates, maximum (as a percent)       1.47%  
Expected volatility, minimum (as a percent)       65.67%  
Expected volatility, maximum (as a percent)       77.51%  
Dividend yield (as a percent)       0.00%  
Aggregate Intrinsic Value          
Weighted average fair value per share of options granted during the period (in dollars per share)   $ 58.77   $ 58.77  
Option Plan Shares | Minimum          
Valuation assumptions          
Expected term (in years)       4 years 8 months 4 days  
Option Plan Shares | Maximum          
Valuation assumptions          
Expected term (in years)       6 years 1 month 24 days  
Restricted Shares and RSUs          
Restricted Shares, RSUs, and Performance Share Units          
Outstanding at the beginning of the period (in shares)     3,968,214    
Granted (in shares)     1,680,182    
Assumed through acquisition (in shares)     242,123    
Released (in shares)     (1,308,929)    
Forfeited (in shares)     (247,183)    
Outstanding at the end of the period (in shares) 4,334,407   4,334,407   3,968,214
Weighted Average Grant Date Fair Value          
Outstanding at the beginning of the period (in dollars per share)     $ 79.46    
Granted (in dollars per share)     140.63    
Assumed through acquisition (in dollars per share)     127.79    
Released (in dollars per share)     71.15    
Forfeited (in dollars per share)     95.88    
Outstanding at the end of the period (in dollars per share) $ 107.44   $ 107.44   $ 79.46
Fair value of equity instruments other than options vested in period     $ 93,100 $ 63,500  
Restricted Stock Units          
Weighted Average Grant Date Fair Value          
Granted (in dollars per share)       $ 92.29  
Performance Share Units          
Restricted Shares, RSUs, and Performance Share Units          
Outstanding at the beginning of the period (in shares)     618,515    
Granted (in shares)     253,120    
Released (in shares)     0    
Forfeited (in shares)     (4,150)    
Outstanding at the end of the period (in shares) 867,485   867,485   618,515
Weighted Average Grant Date Fair Value          
Outstanding at the beginning of the period (in dollars per share)     $ 93.22    
Granted (in dollars per share)     140.96 $ 90.17  
Released (in dollars per share)     0    
Forfeited (in dollars per share)     147.81    
Outstanding at the end of the period (in dollars per share) $ 106.89   $ 106.89   $ 93.22
Number of outstanding performance share units (in shares) 174,904   174,904    
Employee stock          
Valuation assumptions          
Risk-free interest rates, minimum (as a percent) 0.04% 0.12% 0.04% 0.12%  
Risk-free interest rates, maximum (as a percent) 0.16% 0.20% 0.16% 0.20%  
Expected volatility, minimum (as a percent) 48.38% 63.67% 48.38% 63.67%  
Expected volatility, maximum (as a percent) 68.51% 89.04% 68.51% 89.04%  
Dividend yield (as a percent) 0.00% 0.00% 0.00% 0.00%  
Employee stock | Minimum          
Valuation assumptions          
Expected term (in years) 6 months 6 months 6 months 6 months  
Employee stock | Maximum          
Valuation assumptions          
Expected term (in years) 2 years 2 years 2 years 2 years  
Stock Plans          
Shares          
Outstanding at the beginning of the period (in shares)     2,231,059    
Granted (in shares)     0    
Assumed through acquisition (in shares)     1,393,748    
Exercised (in shares)     (1,107,613)    
Forfeited (in shares)     (31,234)    
Outstanding at the end of the period (in shares) 2,485,960   2,485,960   2,231,059
Vested and expected to vest at end of period (in shares) 2,485,960   2,485,960    
Exercisable at the end of the period (in shares) 1,825,975   1,825,975    
Weighted Average Exercise Price          
Outstanding at the beginning of the period (in dollars per share)     $ 39.67    
Granted (in dollars per share)     0    
Assumed through acquisition (in dollars per share)     5.51    
Exercised (in dollars per share)     10.51    
Forfeited (in dollars per share)     64.77    
Outstanding at the end of the period (in dollars per share) $ 33.20   33.20   $ 39.67
Vested and expected to vest at end of period (in dollars per share) 33.20   33.20    
Exercisable at the end of the period (in dollars per share) $ 25.29   $ 25.29    
Weighted Average Remaining Contractual Term          
Outstanding     6 years 2 months 12 days   6 years
Vested and expected to vest at end of period     6 years 2 months 12 days    
Exercisable at the end of the period     5 years 6 months    
Aggregate Intrinsic Value          
Outstanding at the end of the period $ 226,506   $ 226,506    
Vested and expected to vest at end of period 226,506   226,506    
Exercisable at the end of the period $ 180,809   180,809    
Total intrinsic value of options exercised     $ 140,200 $ 20,400  
v3.21.2
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 12,309 $ 12,289
Operating cash flows from finance leases 480 27
Finance cash flows from finance leases 2,443 182
Non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for new operating lease liabilities 54,451 13,024
Right-of-use assets obtained in exchange for new finance lease liabilities $ 2,308 $ 1,471
Operating lease, weighted average lease term remaining 8 years 5 months 4 days 9 years 2 months 12 days
Finance lease, weighted average remaining lease term 3 years 3 months 10 days 3 years 9 months 21 days
Operating lease, weighted average discount rate 6.32% 6.83%
Finance lease, weighted average discount rate 5.54% 6.33%
Thrive    
Non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for new operating lease liabilities $ 39,600  
v3.21.2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Dec. 31, 2020
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets $ 166,914 $ 125,947
Additional amount to be recognized at lease commencement for the lease liability 180,900 132,600
Operating lease liability, current 16,599 11,483
Operating lease liability, noncurrent 164,308 121,075
Finance lease, right-of-use asset $ 18,200 18,600
Finance lease, right-of-use asset, statement of financial position, extensible list us-gaap:OtherAssets  
Finance lease liability $ 18,500 18,700
Finance lease liability, current $ 5,400 4,700
Finance lease, liability, current, statement of financial position, extensible list Other current liabilities  
Finance lease liability, noncurrent $ 13,100 $ 14,000
Finance lease, liability, noncurrent, statement of financial position, extensible list Other long-term liabilities  
DOS Rule Investigation    
Lessee, Lease, Description [Line Items]    
Estimated civil damages $ 48,200  
Facility in La Jolla, CA    
Lessee, Lease, Description [Line Items]    
Operating lease not yet commenced, asset 22,800  
Operating lease not yet commenced, liability $ 22,800  
v3.21.2
NEW MARKET TAX CREDIT (Details) - New Market Tax Credit Program
$ in Millions
 3 Months Ended
Dec. 31, 2014
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
v3.21.2
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDIT (Details) - Wisconsin Economic Development Tax Credit Agreement
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
Mar. 31, 2015
USD ($)
employee
Jun. 30, 2020
USD ($)
Jun. 30, 2021
USD ($)
Agreements        
Refundable tax credits available, contingent   $ 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 | employee   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       7.5
Refundable tax credit receivable       $ 1.5
Amortization of tax credits $ 0.6   $ 1.2  
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Business Combinations Textual (Details)
$ / shares in Units, $ in Thousands, € in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
Jun. 23, 2021
USD ($)
Apr. 14, 2021
USD ($)
$ / shares
shares
Jan. 05, 2021
USD ($)
$ / shares
shares
Mar. 03, 2020
USD ($)
Jan. 31, 2021
shares
Mar. 31, 2020
USD ($)
Jun. 30, 2021
USD ($)
$ / shares
Mar. 31, 2021
USD ($)
Jun. 30, 2020
USD ($)
Mar. 31, 2020
USD ($)
Jun. 30, 2021
USD ($)
$ / shares
Jun. 30, 2021
USD ($)
$ / shares
Jun. 30, 2020
USD ($)
Apr. 14, 2021
EUR (€)
Mar. 03, 2021
USD ($)
Dec. 31, 2020
USD ($)
Business Acquisition [Line Items]                                
Shares issued, price per share (in usd per share) | $ / shares             $ 124.31       $ 124.31 $ 124.31        
Contingent consideration             $ 361,862       $ 361,862 $ 361,862       $ 2,477
Stock-based compensation expense             56,300   $ 40,000     219,700 $ 69,600      
Business combination, equity interest in acquiree, remeasurement gain                       30,500 0      
Stock-based compensation                       133,577 69,599      
Cash payments to acquire business, net of cash acquired                       415,549 6,654      
Issuance of common stock for business combination and asset acquisition             16,120 $ 1,254,798   $ 28,597   1,271,022 28,597      
Equity interests issued or issuable to previous investors       $ 8,400                        
Thrive                                
Business Acquisition [Line Items]                                
Change in amount of contingent consideration liability                         9,000      
Investment owned, at fair value     $ 12,500                          
Business combination, equity interest in acquiree, remeasurement gain                         $ 7,600      
Investment Income | Thrive                                
Business Acquisition [Line Items]                                
Business combination, equity interest in acquiree, remeasurement gain               30,500                
Ashion Analytics                                
Business Acquisition [Line Items]                                
Total purchase price   $ 109,999                            
Business acquisition, equity interest issued or issuable (in shares) | shares   125,444                            
Shares issued, price per share (in usd per share) | $ / shares   $ 129.33                            
In-process research and development (IPR&D)   $ 39,000                            
Weighted-average remaining useful life of finite-lived intangible asset (in years)   13 years                            
Acquisition related costs             700         1,600        
Fair value of stock issued in acquisition   $ 16,200                            
Common stock issued   16,224                            
Cash   74,775                            
Ashion Analytics | Commercial Launch Milestone                                
Business Acquisition [Line Items]                                
Additional cash consideration to be paid | €                           € 20.0    
Contingent consideration | €                           19.0    
Ashion Analytics | MRD Product Revenue Milestone                                
Business Acquisition [Line Items]                                
Contingent consideration | €                           € 30.0    
Revenue milestone   $ 500,000                            
Thrive                                
Business Acquisition [Line Items]                                
Total purchase price     $ 2,187,054                          
Business acquisition, equity interest issued or issuable (in shares) | shares     9,323,266   9,300,000                      
Shares issued, price per share (in usd per share) | $ / shares     $ 127.79                          
Contingent consideration     $ 450,000                          
Acquisition related costs               10,300                
Fair value of stock issued in acquisition     1,190,000                          
Common stock issued     1,175,431                          
Payments to acquire businesses and accelerated vesting of awards     590,200                          
Cash     584,996                          
Stock-based compensation expense     166,000                          
Compensation consideration assumed     197,000                          
Compensation consideration assumed and allocated to consideration transferred     52,200                          
Compensation consideration assumed and deemed compensatory     144,800                          
Accelerated vesting compensation expense     65,000                          
Unrecognized compensation expense     $ 79,800                          
Share conversion ratio (share per share)     0.06216                          
Business combination, pro forma loss             37,200       180,000          
Stock-based compensation             1,000         14,500        
Additional benefit charges             700         2,700        
Thrive | Employees with Qualifying Termination Events                                
Business Acquisition [Line Items]                                
Accelerated vesting compensation expense               $ 13,500                
Thrive | Fair Value                                
Business Acquisition [Line Items]                                
Contingent consideration     $ 352,000                          
Thrive | General and Administrative Expense                                
Business Acquisition [Line Items]                                
Incremental share based compensation expense     16,000                          
Stock-based compensation expense     5,200                          
Accelerated vesting compensation expense                       86,200        
Thrive | FDA Approval                                
Business Acquisition [Line Items]                                
Contingent consideration     150,000                          
Thrive | CSM Coverage                                
Business Acquisition [Line Items]                                
Contingent consideration     300,000                          
Thrive | Allocated to Consideration Transferred | Fair Value                                
Business Acquisition [Line Items]                                
Contingent consideration     331,300                          
Thrive | Allocated to Previous Ownership Interest | Fair Value                                
Business Acquisition [Line Items]                                
Contingent consideration     6,400                          
Thrive | Allocated to Compensation | Fair Value                                
Business Acquisition [Line Items]                                
Contingent consideration     14,300                          
Thrive | Compensation Expense                                
Business Acquisition [Line Items]                                
Contingent payment obligations     $ 18,200                          
Paradigm & Viomics                                
Business Acquisition [Line Items]                                
Total purchase price       40,400                        
In-process research and development (IPR&D)       7,800                     $ 7,800  
Common stock issued       32,200                        
Cash payments to acquire business, net of cash acquired       $ 8,200                        
Issuance of common stock for business combination and asset acquisition           $ 28,800                    
Amount of shares held for future issuance             $ 3,400       $ 3,400 $ 3,400        
Equity interests issued or issuable to previous investors, vesting period       4 years                        
Paradigm & Viomics | Acquired developed technology                                
Business Acquisition [Line Items]                                
Weighted-average remaining useful life of finite-lived intangible asset (in years)       15 years                        
PFS Genomics                                
Business Acquisition [Line Items]                                
Total purchase price $ 33,569                              
In-process research and development (IPR&D) $ 33,074                              
v3.21.2
BUSINESS COMBINATIONS - Schedule of Consideration Transferred for Ashion Analytics (Details) - Ashion Analytics
$ in Thousands
Apr. 14, 2021
USD ($)
Business Acquisition [Line Items]  
Cash $ 74,775
Common stock issued 16,224
Contingent consideration 19,000
Total purchase price $ 109,999
v3.21.2
BUSINESS COMBINATIONS - Schedule of Assets Acquired and Liabilities Assumed, Ashion Analytics (Details) - USD ($)
$ in Thousands
Jun. 30, 2021
Apr. 14, 2021
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]        
Goodwill $ 2,242,535   $ 1,237,672 $ 1,203,197
Ashion Analytics        
Business Acquisition [Line Items]        
Cash and cash equivalents   $ 2,474    
Accounts receivable   2,349    
Inventory   1,811    
Prepaid expenses and other current assets   425    
Property, plant and equipment   9,947    
Operating lease right-of-use assets   548    
In-process research and development (IPR&D)   39,000    
Total identifiable assets acquired   56,554    
Accounts payable   (1,477)    
Accrued liabilities   (1,190)    
Operating lease liabilities, current portion   (343)    
Other current liabilities   (98)    
Operating lease liabilities, less current portion   (205)    
Total liabilities assumed   (3,313)    
Net identifiable assets acquired   53,241    
Goodwill   56,758    
Net assets acquired   $ 109,999    
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Consideration Transferred, Thrive (Details) - Thrive
$ in Thousands
Jan. 05, 2021
USD ($)
Business Acquisition [Line Items]  
Common stock issued $ 1,175,431
Cash 584,996
Contingent consideration 331,348
Fair value of replaced equity awards 52,245
Previously held equity investment fair value 43,034
Total purchase price $ 2,187,054
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Assumptions on Fair Value of Options Assumed (Details) - Options - Thrive
Jan. 05, 2021
$ / shares
Business Acquisition [Line Items]  
Risk-free interest rates, minimum (as a percent) 0.11%
Risk-free interest rates, maximum (as a percent) 0.12%
Expected volatility, minimum (as a percent) 65.54%
Expected volatility, maximum (as a percent) 71.00%
Dividend yield (as a percent) 0.00%
Minimum  
Business Acquisition [Line Items]  
Expected term (in years) 1 year 3 months 3 days
Weighted average fair value per share of options granted during the period (in dollars per share) $ 109.74
Maximum  
Business Acquisition [Line Items]  
Expected term (in years) 1 year 6 months 25 days
Weighted average fair value per share of options granted during the period (in dollars per share) $ 124.89
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed, Thrive (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2021
Jan. 05, 2021
Dec. 31, 2020
Dec. 31, 2019
Business Acquisition [Line Items]        
Goodwill $ 2,242,535   $ 1,237,672 $ 1,203,197
Fair Value, Adjustment Disclosure [Abstract]        
Cash and cash equivalents 0      
Prepaid expenses and other current assets 0      
Property, plant and equipment 0      
Operating lease right-of-use assets 0      
Other long-term assets 0      
In-process research and development (IPR&D) 0      
Total identifiable assets acquired 0      
Accounts payable 0      
Accrued liabilities (1,862)      
Operating lease liabilities, current portion 0      
Operating lease liabilities, less current portion 0      
Deferred tax liability 0      
Total liabilities assumed (1,862)      
Net identifiable assets acquired (1,862)      
Goodwill 1,862      
Net assets acquired 0      
Thrive        
Business Acquisition [Line Items]        
Cash and cash equivalents 241,748 $ 241,748    
Prepaid expenses and other current assets 3,939 3,939    
Property, plant and equipment 29,977 29,977    
Operating lease right-of-use assets 39,027 39,027    
Other long-term assets 67 67    
In-process research and development (IPR&D) 1,250,000 1,250,000    
Total identifiable assets acquired 1,564,758 1,564,758    
Accounts payable (3,222) (3,222)    
Accrued liabilities (8,080) (6,218)    
Operating lease liabilities, current portion (2,980) (2,980)    
Operating lease liabilities, less current portion (38,622) (38,622)    
Deferred tax liability (272,905) (272,905)    
Total liabilities assumed (325,809) (323,947)    
Net identifiable assets acquired 1,238,949 1,240,811    
Goodwill 948,105 946,243    
Net assets acquired $ 2,187,054 $ 2,187,054    
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Pro Forma Thrive Information (Details) - Thrive - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Business Acquisition [Line Items]        
Total revenues $ 434,819 $ 268,868 $ 836,896 $ 616,689
Net loss before tax $ (172,887) $ (91,376) $ (365,456) $ (351,122)
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Assets Acquired and Liabilities Assumed From Paradigm Diagnostics Acquisition (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2021
Mar. 03, 2021
Dec. 31, 2020
Mar. 03, 2020
Dec. 31, 2019
Business Acquisition [Line Items]          
Goodwill $ 2,242,535   $ 1,237,672   $ 1,203,197
Fair Value, Adjustment Disclosure [Abstract]          
Net operating assets 0        
Goodwill 1,862        
Developed technology 0        
Net operating liabilities $ 1,862        
Paradigm & Viomics          
Business Acquisition [Line Items]          
Net operating assets   $ 5,373   $ 6,133  
Goodwill   30,431   29,695  
Developed technology   7,800   7,800  
Net operating liabilities   (3,203)   (3,123)  
Net assets acquired   40,401   $ 40,505  
Fair Value, Adjustment Disclosure [Abstract]          
Net operating assets   (760)      
Goodwill   736      
Developed technology   0      
Net operating liabilities   (80)      
Total purchase price   $ (104)      
v3.21.2
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Asset Acquisitions Textual (Details)
$ in Thousands, € in Millions, shares in Millions
 1 Months Ended
Jun. 23, 2021
USD ($)
Jan. 11, 2021
USD ($)
shares
Jan. 31, 2021
USD ($)
May 03, 2021
Jan. 11, 2021
EUR (€)
PFS Genomics          
Business Acquisition [Line Items]          
Percent of equity acquired 10.00%     90.00%  
Total purchase price $ 33,569        
Equity interest in acquiree after subsequent acquisition 100.00%        
TARDIS Technology          
Business Acquisition [Line Items]          
Asset acquisition, consideration transferred   $ 52,300      
Payments to acquire productive assets   $ 25,000      
Payments to acquire productive assets (in shares) | shares   0.2      
Stock issued to acquire productive assets, value   $ 27,300      
Sales Milestone Range One | TARDIS Technology          
Business Acquisition [Line Items]          
Payments contingent on milestones | €         € 10.0
Collaborative arrangement sales milestone amount     $ 100,000    
Sales Milestone Range Two | TARDIS Technology          
Business Acquisition [Line Items]          
Payments contingent on milestones | €         € 35.0
Collaborative arrangement sales milestone amount     $ 250,000    
v3.21.2
BUSINESS COMBINATIONS - Schedule of Assets Acquired and Liabilities Assumed, PFS Genomics (Details) - PFS Genomics
$ in Thousands
Jun. 23, 2021
USD ($)
Business Acquisition [Line Items]  
Cash paid for acquisition of PFS Genomics outstanding shares $ 33,569
Cash and cash equivalents 496
In-process research and development (IPR&D) 33,074
Other assets and liabilities (1)
Net identifiable assets acquired $ 33,569
v3.21.2
SEGMENT INFORMATION (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenue $ 434,819 $ 268,868 $ 836,896 $ 616,689
United States        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenue 407,971 249,850 783,993 576,709
Outside of United States        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Revenue $ 26,848 $ 19,018 $ 52,903 $ 39,980
v3.21.2
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Mar. 31, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Dec. 31, 2020
Income Tax Disclosure [Abstract]            
Tax expense (benefit) $ 4,025   $ (305) $ (238,780) $ (2,542)  
Tax benefit from change in deferred tax asset valuation allowance resulting from merger   $ 239,200   239,200    
Deferred tax liabilities, net 37,500     37,500    
Unrecognized tax benefits $ 18,600     $ 18,600   $ 16,600