EXACT SCIENCES CORP, 10-K filed on 2/21/2024
Annual Report
v3.24.0.1
Cover Page - USD ($)
 12 Months Ended
Dec. 31, 2023
Feb. 21, 2024
Jun. 30, 2023
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-35092    
Entity Registrant Name EXACT SCIENCES CORPORATION    
Entity Incorporation, State or Country Code DE    
Entity Address, Address Line One 5505 Endeavor Lane    
Entity Address, City or Town Madison    
Entity Address, State or Province WI    
Entity Tax Identification Number 02-0478229    
Entity Address, Postal Zip Code 53719    
City Area Code 608    
Local Phone Number 284‑5700    
Title of 12(b) Security Common Stock, $0.01 Par Value    
Trading Symbol EXAS    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 16,796,351,138
Entity Common Stock, Shares Outstanding   181,530,967  
Documents Incorporated by Reference The registrant intends to file a definitive proxy statement pursuant to Regulation 14A within 120 days after the end of the fiscal year ended December 31, 2023. Portions of such proxy statement are incorporated by reference into Part III of this Form 10‑K.    
Entity Central Index Key 0001124140    
Amendment Flag false    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Document Financial Statement Error Correction [Flag] false    
v3.24.0.1
Audit Information
 12 Months Ended
Dec. 31, 2023
Audit Information [Abstract]  
Auditor Firm ID 238
Auditor Name PricewaterhouseCoopers LLP
Auditor Location Chicago, Illinois
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 605,378 $ 242,493
Marketable securities 172,266 389,564
Accounts receivable, net 203,623 158,043
Inventory 127,475 118,259
Prepaid expenses and other current assets 85,627 73,898
Total current assets 1,194,369 982,257
Long-term assets:    
Property, plant and equipment, net 698,354 684,756
Operating lease right-of-use assets 143,708 167,003
Goodwill 2,367,120 2,346,040
Intangible assets, net 1,890,396 1,956,240
Other long-term assets, net 177,387 90,577
Total assets 6,471,334 6,226,873
Current liabilities:    
Accounts payable 78,816 74,916
Accrued liabilities 341,683 299,216
Operating lease liabilities, current portion 29,379 28,366
Other current liabilities 14,823 10,249
Total current liabilities 514,701 412,747
Convertible notes, net 2,314,276 2,186,106
Long-term debt, less current portion 0 50,000
Other long-term liabilities 335,982 352,459
Operating lease liabilities, less current portion 161,070 182,399
Total liabilities 3,326,029 3,183,711
3326029000
Stockholders’ equity:    
Preferred stock, $0.01 par value Authorized—5,000,000 shares issued and outstanding—no shares at December 31, 2023 and December 31, 2022 0 0
Common stock, $0.01 par value Authorized—400,000,000 shares issued and outstanding—181,364,180 and 177,925,631 shares at December 31, 2023 and December 31, 2022 1,815 1,780
Additional paid-in capital 6,611,237 6,311,644
Accumulated other comprehensive income (loss) 1,428 (5,236)
Accumulated deficit (3,469,175) (3,265,026)
Total stockholders’ equity 3,145,305 3,043,162
Total liabilities and stockholders’ equity 6,471,334 6,226,873
Loans Payable, Current $ 50,000 $ 0
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
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) 181,364,180 177,925,631
Common stock, outstanding shares (in shares) 181,364,180 177,925,631
v3.24.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Revenue $ 2,499,766 $ 2,084,279 $ 1,767,087
Operating expenses:      
Cost of sales (exclusive of amortization of acquired intangible assets) 654,248 574,394 458,757
Research and development 425,882 393,418 385,646
Sales and marketing 727,090 846,011 861,889
General and administrative 893,204 737,304 801,262
Amortization of acquired intangible assets 92,160 97,450 95,001
Impairment of long-lived assets 621 15,969 20,210
Total operating expenses 2,793,205 2,664,546 2,622,765
Other operating income (loss) 78,427 (13,244) 0
Loss from operations (215,012) (593,511) (855,678)
Other income (expense)      
Investment income (loss), net 32,713 (19,425) 31,778
Interest expense (19,447) (19,634) (18,606)
Total other income (expense) 13,266 (39,059) 13,172
Net loss before tax (201,746) (632,570) (842,506)
Income tax benefit (expense) (2,403) 9,064 246,881
Net loss $ (204,149) $ (623,506) $ (595,625)
Net loss per share - basic (in dollars per share) $ (1.13) $ (3.54) $ (3.48)
Net loss per share - diluted (in dollars per share) $ (1.13) $ (3.54) $ (3.48)
Weighted average common shares outstanding - basic (in shares) 180,144 176,351 171,348
Weighted average common shares outstanding - diluted (in shares) 180,144 176,351 171,348
v3.24.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net loss $ (204,149) $ (623,506) $ (595,625)
Other comprehensive loss, before tax:      
Unrealized gain (loss) on available-for-sale investments 5,343 (3,823) (2,162)
Foreign currency adjustment 1,321 30 23
Comprehensive loss, before tax (197,485) (627,299) (597,764)
Income tax benefit related to items of other comprehensive loss 0 0 170
Comprehensive loss, net of tax $ (197,485) $ (627,299) $ (597,594)
v3.24.0.1
Consolidated Statements of Stockholders’ Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid In Capital
AOCI
Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2020   159,423,410      
Beginning balance at Dec. 31, 2020 $ 2,235,553 $ 1,595 $ 4,279,327 $ 526 $ (2,045,895)
Increase (Decrease) in Stockholders' Equity          
Conversion of convertible notes, net of tax (in shares)   580      
Exercise of common stock options (in shares)   1,295,104      
Exercise of common stock options 14,437 $ 13 14,424    
Issuance of common stock to fund the Company's 401(k) match (in shares)   162,606      
Issuance of common stock to fund the Company’s 2020 401(k) match 22,934 $ 2 22,932    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   1,879,169      
Compensation expense related to issuance of stock options and restricted stock awards 334,023 $ 19 334,004    
Purchase of employee stock purchase plan shares (in shares)   331,769      
Purchase of employee stock purchase plan shares 23,070 $ 3 23,067    
Issuance of common stock to fund business combinations (in shares)   10,581,429      
Replaced restricted stock awards for business combinations 1,355,170 $ 106 1,355,064    
Net loss (595,625)       (595,625)
Other comprehensive loss (1,969)     (1,969)  
Ending balance (in shares) at Dec. 31, 2021   173,674,067      
Ending balance at Dec. 31, 2021 3,387,636 $ 1,738 6,028,861 (1,443) (2,641,520)
Increase (Decrease) in Stockholders' Equity          
Conversion of convertible notes, net of tax 43   43    
Exercise of common stock options (in shares)   706,134      
Exercise of common stock options 6,524 $ 6 6,518    
Issuance of common stock to fund the Company's 401(k) match (in shares)   391,129      
Issuance of common stock to fund the Company’s 2020 401(k) match 29,202 $ 4 29,198    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   2,220,510      
Compensation expense related to issuance of stock options and restricted stock awards 206,823 $ 22 206,801    
Purchase of employee stock purchase plan shares (in shares)   668,605      
Purchase of employee stock purchase plan shares 25,491 $ 7 25,484    
Issuance of common stock to fund business combinations (in shares)   265,186      
Replaced restricted stock awards for business combinations 14,792 $ 3 14,789    
Other (7)   (7)    
Net loss (623,506)       (623,506)
Other comprehensive loss $ (3,793)     (3,793)  
Ending balance (in shares) at Dec. 31, 2022 177,925,631 177,925,631      
Ending balance at Dec. 31, 2022 $ 3,043,162 $ 1,780 6,311,644 (5,236) (3,265,026)
Increase (Decrease) in Stockholders' Equity          
Exercise of common stock options (in shares) 194,629 194,597      
Exercise of common stock options $ 3,197 $ 2 3,195    
Issuance of common stock to fund the Company's 401(k) match (in shares)   517,550      
Issuance of common stock to fund the Company’s 2020 401(k) match 35,100 $ 5 35,095    
Compensation expense related to issuance of stock options and restricted stock awards (in shares)   1,801,954      
Compensation expense related to issuance of stock options and restricted stock awards 231,312 $ 18 231,294    
Purchase of employee stock purchase plan shares (in shares)   924,448      
Purchase of employee stock purchase plan shares 28,344 $ 10 28,334    
Issuance of common stock to fund business combinations (in shares)   0      
Replaced restricted stock awards for business combinations 1,675 $ 0 1,675    
Net loss (204,149)       (204,149)
Other comprehensive loss $ 6,664     6,664  
Ending balance (in shares) at Dec. 31, 2023 181,364,180 181,364,180      
Ending balance at Dec. 31, 2023 $ 3,145,305 $ 1,815 $ 6,611,237 $ 1,428 $ (3,469,175)
v3.24.0.1
Consolidated Statements of Stockholders Equity (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2023
Statement of Financial Position [Abstract]      
Common stock, par value (in dollars per share) $ 0.01   $ 0.01
Other $ (7)    
Conversion of convertible notes, net of tax   $ 43  
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net loss $ (204,149) $ (623,506) $ (595,625)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:      
Depreciation 114,448 100,108 85,345
Equity Securities, FV-NI, Gain (Loss) 4,098 (21,774) 29,008
Deferred tax benefit (955) (11,901) (253,169)
Stock-based compensation 231,312 206,823 253,063
Post-combination expense for acceleration of unvested equity 0 0 80,960
Amortization of acquired intangible assets 92,160 97,450 95,001
Asset acquisition IPR&D expense 500   85,337
Loss on sale of asset 0 13,244 0
Impairment of long-lived assets 621 15,969 20,210
Remeasurement of contingent consideration liabilities (18,044) (56,617) 6,360
Non-cash lease expense 27,891 28,639 25,825
Changes in assets and liabilities, net of effects of acquisition:      
Accounts receivable, net (43,416) 61,088 25,150
Inventory, net (7,690) (13,231) (9,221)
Operating lease liabilities (26,701) (20,646) (16,685)
Accounts payable and accrued liabilities 82,750 (52,180) 169,800
Net cash provided by (used in) operating activities 156,119 (223,559) (102,236)
Cash flows from investing activities:      
Purchases of marketable securities (139,854) (131,486) (1,164,050)
Maturities and sales of marketable securities 363,156 453,072 794,322
Purchases of property, plant and equipment (124,190) (214,462) (135,766)
Proceeds from Sale of Productive Assets 0 25,000 0
Investments in privately held companies (16,564) (42,823) (18,044)
Business combination, net of cash acquired and issuance costs (52,413) (14,686) (499,730)
Asset acquisitions, net of cash acquired (500) 0 (58,073)
Other investing activities 250 (549) (744)
Net cash provided by (used in) investing activities 49,679 74,066 (1,082,085)
Cash flows from financing activities:      
Proceeds from issuance of convertible notes 137,976 0 0
Proceeds from exercise of common stock options 3,197 6,524 14,437
Proceeds in connection with the Company's employee stock purchase plan 28,344 25,491 23,070
Payments on construction loan 0 0 (23,749)
Other financing activities (9,751) (5,530) (5,286)
Net cash provided by financing activities 159,766 76,485 8,472
Effects of exchange rate changes on cash and cash equivalents 1,321 30 23
Net increase (decrease) in cash, cash equivalents and restricted cash 366,885 (72,978) (1,175,826)
Cash, cash equivalents and restricted cash at the beginning of period 242,790 315,768 1,491,594
Cash, cash equivalents and restricted cash at the end of period 609,675 242,790 315,768
Supplemental disclosure of non-cash investing and financing activities:      
Property, plant and equipment acquired but not paid 18,505 15,943 33,177
Business acquisition contingent consideration liability 0 4,600 350,348
Supplemental disclosure of cash flow information:      
Interest paid 18,776 11,519 10,735
Reconciliation of cash, cash equivalents and restricted cash:      
Cash and cash equivalents 605,378 242,493 315,471
Restricted cash — included in other long-term assets, net as of December 31, 2023 and 2021, and prepaid expenses and other current assets as of December 31, 2022 4,297 297 297
Total cash, cash equivalents and restricted cash 609,675 242,790 315,768
Proceeds from Accounts Receivable Securitization 0 50,000 0
Gain (Loss) On Contingent Consideration From Disposition Of Asset (73,300) 0 0
Other Noncash Expense 399 10,835 12,356
Increase (Decrease) in Other Operating Assets (11,618) (84) (24,672)
Increase (Decrease) in Other Operating Liabilities 6,333 (1,324) (33,263)
Proceeds From Sale Of Investments In Privately-Held Companies 19,794 0 0
Gain on settlement of convertible notes $ (10,324) $ 0 $ 0
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2023
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 advanced cancer diagnostics company. It has developed some of the most impactful tests in cancer screening and diagnostics, including Cologuard® and Oncotype DX®. Exact is currently working to develop 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 consolidated financial statements include the accounts of Exact Sciences Corporation and those of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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, contingent consideration, and accounting for income taxes.
Cash and Cash Equivalents
The Company considers cash on hand, demand deposits in a bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents.
Marketable Securities
Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company's debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest rate method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in the consolidated statements of operations as investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in the consolidated statements of operations as investment income, net.
The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations (including those with a contractual term greater than one year from the date of purchase) are classified as current.
The Company periodically evaluates its available-for-sale debt securities in unrealized loss positions to determine whether any impairment is a result of a credit loss or other factors. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, significance of a security’s loss position, adverse conditions specifically related to the security, and the payment structure of the security.
Allowance for Doubtful Accounts
The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events, or other substantive evidence such as an adverse change in a payer's ability to pay indicate that expected collections will be less than previously estimated. At December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not significant to the Company's consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, there was an insignificant amount of bad debt expense written off against the allowance and charged to operating expense.
Inventory
Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meets quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate.
Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, are expensed to research and development in the Company’s consolidated statements of operations.
Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred.
Software Development Costs
Costs related to internal use software, including hosted arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight‑line method over the estimated useful life of the software, or the duration of the hosting agreement.
Investments in Privately Held Companies
The Company determines whether its investments in privately held companies are debt or equity based on their characteristics. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee.
Investments in privately held companies determined to be equity securities without readily determinable fair values are accounted for under the measurement alternative method as permitted in Accounting Standards Codification (“ASC”) 321, Investments - Equity Securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in investment income, net in the consolidated statements of operations.
Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held-to-maturity securities unless the fair value option is elected.
Derivative Financial Instruments
The Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the consolidated statements of operations.
Business Combinations and Asset Acquisitions
Business Combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business combination under ASC 805 are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition.
Intangible Assets
Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. The Company’s finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives.
Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. The Company determined that all patent costs incurred during the years ended December 31, 2023, 2022 and 2021 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined.
Acquired In-process Research and Development (“IPR&D”)
Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product. The amounts capitalized are accounted for as indefinite-lived intangible assets and are subject to impairment testing until completion or abandonment of the research and development efforts associated with the projects. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. The value assigned to acquired IPR&D is determined using the multi-period excess earnings method approach, which utilizes significant unobservable inputs (Level 3 inputs) including projected revenues, projected gross margin, projected operating expenses, discount rate, tax rate, obsolescence factor, and probability of commercial success. There are often major risks and uncertainties associated with IPR&D projects as the Company is required to obtain regulatory approvals in order to market the resulting products. Such approvals require completing clinical trials that demonstrate the product's effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods.
Capitalized IPR&D projects are tested for impairment annually in the fourth quarter, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and upon successful completion of the project. The Company considers various factors for potential impairment, including the current legal and regulatory environment, current and future strategic initiatives and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors' products could result in partial or full impairment of the related intangible assets.
Contingent Consideration Liabilities
Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain regulatory and product development milestones being achieved. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected probabilities of success, projected payment dates, present value-factors, and projected revenues (for revenue-based considerations). Changes in probabilities of success, present-value factors, and projected payment dates may result in adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within general and administrative expenses on the Company’s consolidated statements of operations. Cash contingent consideration payments up to the acquisition date fair value of the contingent consideration liability are classified as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are classified as operating activities in the consolidated statements of cash flows.
Contingent Consideration Asset
The sale of the Company’s intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”) resulted in the recognition of variable consideration in accordance with ASC 606. The Company estimates the amount of variable consideration that it is entitled to each quarter using the most likely amount method and considers whether there are any constraints on the consideration. If it is probable that a significant reversal of a gain would not occur, the Company will record a gain. To determine the classification of the consideration, the Company determines if the consideration is conditional on something other than the passage of time. Revenue-based contingent consideration that is conditional on something other than the passage of time, including future revenues from sales related to the GPS test, result in the variable consideration being classified as a contract asset. At the time the amount earned is determined, and passage of time is the only condition remaining, the contract asset is reclassified to a receivable.
Collateralized Debt Instruments
Debt instruments that are collateralized by security interests in financial assets held by the Company are accounted for as a secured borrowing and therefore: (i) the asset balances pledged as collateral are included within the applicable balance sheet line item and the borrowings are included within long-term debt in the consolidated balance sheet; (ii) interest expense is included within the consolidated statements of operations; and (iii) in the case of collateralized accounts receivable, receipts from customers related to the underlying accounts receivable are reflected as operating cash flows, and (iv) borrowings and repayments under the collateralized loans are reflected as financing cash flows within the consolidated statements of cash flows.
Goodwill
The Company evaluates goodwill for possible impairment at the reporting unit level on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value.
Impairment of Long-Lived Assets
The Company evaluates the fair value of long-lived assets, which include property, plant and equipment, leases, finite-lived intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
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:
December 31,
(In thousands)202320222021
Shares issuable upon conversion of convertible notes23,231 20,309 20,309 
Shares issuable upon the release of restricted stock awards6,273 5,255 4,321 
Shares issuable upon the release of performance share units1,598 968 878 
Shares issuable upon exercise of stock options1,286 1,518 2,284 
Shares issuable in connection with acquisitions— — 45 
32,388 28,050 27,837 
Accounting for Stock-Based Compensation
The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units, shares purchased under an employee stock purchase plan (if certain parameters are not met), and performance share units to be recognized in the financial statements based on their grant date fair values. The estimated fair value of these awards is recognized to expense using the straight-line method over the requisite service period, which is generally the vesting period. The Company will recognize expense on an accelerated basis for restricted stock units upon an employee's death, disability, or upon retirement eligibility, provided certain criteria are met. Forfeitures of any share-based awards are recognized as they occur.
The fair values and recognition of the Company’s share-based payment awards are determined as follows:
The fair value of each service-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions:
Expected Term—Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants.
Expected Volatility—Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards.
Risk-Free Interest Rate—The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term.
The fair value of service-based awards for each restricted stock unit award is determined on the date of grant using the closing stock price on that day.
The fair value of performance-based equity awards that do not include a market condition is determined on the date of grant using the closing stock price on that day. The fair value of performance-based equity awards that include a market condition is determined on the date of grant using a Monte Carlo valuation technique. The expense recognized each period is also dependent on the probability of what performance conditions will be met which is determined by management's evaluation of internal and external factors. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the goals and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance targets and operational milestones are not achieved, the award would not vest resulting in no stock-based compensation being recognized and any previously recognized stock-based compensation expense being reversed.
Research and Development Costs
Research and development costs are expensed as incurred. These expenses include the costs of the Company's proprietary research and development efforts, as well as costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use. Acquired IPR&D assets that are acquired in an asset acquisition and which have no alternative future use are classified as an investing cash outflow in the consolidated statements of cash flows. Upfront and milestone payments due to third parties in connection with research and development collaborations prior to regulatory approval are expensed as incurred. Milestone payments due to third parties upon, or subsequent to, regulatory approval are capitalized and amortized into research and development costs over the shorter of the remaining license or product patent life, when there are no corresponding revenues related to the license or product. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received, rather than when the payment is made.
Advertising Costs
The Company expenses the costs of media advertising at the time the advertising takes place. The Company expensed approximately $137.9 million, $170.3 million, and $144.0 million of media advertising during the years ended December 31, 2023, 2022, and 2021, respectively, which is recorded in sales and marketing expenses on the Company’s consolidated statements of operations.
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance that requires fair value to be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Leases
The Company acts as lessee in its lease agreements, which include operating leases for corporate offices, laboratory space, warehouse space, vehicles, and certain laboratory and office equipment, and finance leases for certain equipment and vehicles.
The Company determines whether an arrangement is, or contains, a lease at inception. The Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations.
As the implicit interest rate is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the United States (“U.S.”) Treasury rate and an indicative Moody's rating for operating leases or finance leases.
The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Operating lease expense and amortization of finance lease ROU assets are recognized on a straight-line basis over the lease term as an operating expense. Finance lease interest expense is recorded as interest expense on the Company’s consolidated statements of operations.
The Company accounts for leases acquired in business combinations by measuring the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease for the Company. This measurement includes recognition of a lease intangible for any below-market terms present in the leases acquired. The below-market lease intangible is included in the ROU asset on the consolidated balance sheets and are amortized over the remaining lease term. The Company has not acquired any leases with above-market terms.
The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.
Revenue Recognition
Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard, Oncotype®, PreventionGenetics, LLC (“PreventionGenetics”), and COVID-19 tests. The services are considered completed when the performance obligation is fulfilled, which is upon release of an approved patient test result to the healthcare provider. The Company follows ASC 606, Revenue from Contracts with Customers, to account for its laboratory service revenues.
Laboratory testing services
The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. However, when a patient is considered self-pay, or in the context of certain lab service or reference agreements, the Company requires payment prior to the commencement of the Company's performance obligations.
The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. Or, in the context of some of the Company’s agreements, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window. The Company elects the practical expedient to not disclose unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.
The Company’s transaction price is comprised of fixed and variable consideration and is allocated entirely to a single performance obligation defined as the point in time an approved patient test result is released to the ordering healthcare provider. Fixed consideration exists in arrangements where the Company has agreed to provide laboratory testing services to a customer for a specified rate and is expected to be collected in full at that rate. Variable consideration is primarily derived from payer and patient billing and can be impacted by several factors such as the amount of contractual adjustments, any patient co-payments, deductibles or patient adherence incentives, the existence of secondary payers, and claim denials. Estimates of variable consideration are calculated using the expected value method and is the sum of probability-weighted amounts in a range of possible consideration amounts. Several factors are evaluated during this process, such as historical collections experience, current contractual and statutory requirements, customer mix, patient insurance eligibility and payer reimbursement contracts, and known or anticipated reimbursement trends not yet reflected in the data. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made.
The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more or less consideration than it originally estimated for a contract with a patient, it will account for the change as an increase or decrease in the estimate of the transaction price (i.e., an upward or downward revenue adjustment) in the period identified.
When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon completion of the performance obligations associated with the Company's tests, with recognition, generally occurring at the date of cash receipt.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. Generally, billing occurs after the release of an approved patient test result to the healthcare provider, resulting in an account receivable. However, the Company sometimes receives advance payment from a patient or a direct bill payer before services are performed, resulting in deferred revenue. The deferred revenue recorded is recognized as revenue at the point in time an approved patient test result is released to the patient's healthcare provider. In the context of some of the Company’s agreements, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window.
Practical Expedients
The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.
The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses in the Company’s consolidated statements of operations.
The Company incurs certain other costs that are incurred regardless of whether a contract is obtained. Such costs are primarily related to legal services and patient communications (e.g. adherence reminder letters). These costs are expensed as incurred and recorded within general and administrative expenses in the Company’s consolidated statements of operations.
Cost of Sales
Cost of sales reflects the aggregate costs incurred in delivering the Company's products and services and includes material and service costs, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with laboratory testing services, shipping charges, and allocated overhead such as rent, information technology costs, equipment depreciation and utilities. Costs associated with the shipment of Cologuard test collection kits are recognized upon shipment, and costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.
Foreign Currency Transactions
The functional currency for most of the Company’s international subsidiaries is the U.S. dollar. When the functional currency differs from the local currency, monetary assets and liabilities are remeasured at the current period-end exchange rate, while non-monetary assets and liabilities are remeasured at the historical rate. The gains and losses as a result of exchange rate adjustments of these subsidiaries are recognized in the consolidated statements of operations. Net foreign currency transaction gains or losses were not significant to the consolidated statements of operations for the periods presented.
For the Company’s international subsidiaries where the functional currency is other than the U.S. dollar, the financial statements are translated into the U.S. dollar, and the cumulative adjustments resulting from the translation into the U.S. dollar are included in the Company's consolidated balance sheet as a component of accumulated other comprehensive income (loss) (“AOCI”).
Concentration of Credit Risk
Financial instruments that subject the Company to credit risk consist of cash, cash equivalents and marketable securities. As of December 31, 2023, the Company had cash and cash equivalents deposited in financial institutions in which the balances exceed the federal government agency insured limit of $250,000 by approximately $529.0 million. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk.
Through December 31, 2023, the Company’s revenues have been primarily derived from the sale of Cologuard, Oncotype, and COVID-19 tests. The following is a breakdown of revenue and accounts receivable from major payers:
% Revenue for the years ended December 31,% Accounts Receivable at December 31,
Major Payer202320222021202320222021
Centers for Medicare and Medicaid Services17%14%20%10%14%11%
UnitedHealthcare12%12%11%10%9%8%
State of Wisconsin—%3%8%—%5%9%
Tax Positions
A valuation allowance to reduce the deferred tax assets is reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has incurred significant losses since its inception and due to the uncertainty of the amount and timing of future taxable income, the Company has determined that a valuation allowance at December 31, 2023 and 2022 is necessary to reduce the tax assets to the amount that is more likely than not to be realized. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate.
Guarantees and Indemnifications
The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, the Company has a directors and officers insurance policy that limits its exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of December 31, 2023 and 2022.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In July 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718). This update amends various Securities and Exchange Commission (“SEC”) paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance during the third quarter of fiscal year 2023. There was no significant impact to the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
v3.24.0.1
REVENUE
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
 The following table presents the Company’s revenues disaggregated by revenue source:
Year Ended December 31,
(In thousands)202320222021
Screening
Medicare Parts B & C$701,400 $545,458 $438,646 
Commercial992,244 743,238 569,944 
Other171,057 136,007 53,718 
Total Screening1,864,701 1,424,703 1,062,308 
Precision Oncology
Medicare Parts B & C$188,689 $197,327 $197,394 
Commercial181,318 177,518 180,177 
International153,277 117,738 109,913 
Other105,826 108,905 74,192 
Total Precision Oncology629,110 601,488 561,676 
COVID-19 Testing$5,955 $58,088 $143,103 
Total$2,499,766 $2,084,279 $1,767,087 
Screening revenue primarily includes laboratory service revenue from Cologuard and PreventionGenetics tests while Precision Oncology revenue includes laboratory service revenue from global Oncotype DX and therapy selection tests.
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. The Company recognized revenue from a change in transaction price of $25.2 million and $20.3 million for the years ended December 31, 2023 and 2022, respectively. The Company recorded a downward adjustment to revenue from a change in transaction price of $11.8 million for the year ended December 31, 2021.
The Company’s deferred revenue, which is reported in other current liabilities in the Company’s consolidated balance sheets, was not significant as of December 31, 2023 and 2022.
Revenue recognized for the year ended December 31, 2023 and 2022, which was included in the deferred revenue balance at the beginning of the year
v3.24.0.1
MARKETABLE SECURITIES
 12 Months Ended
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]  
MARKETABLE SECURITIES MARKETABLE SECURITIES
The following table sets forth the Company’s cash, cash equivalents, and marketable securities at December 31, 2023 and 2022:
December 31,
(In thousands)20232022
Cash and cash equivalents
Cash and money market$530,100 $178,168 
Cash equivalents75,278 64,325 
Total cash and cash equivalents605,378 242,493 
Marketable securities
Available-for-sale debt securities$168,425 $384,415 
Equity securities3,841 5,149 
Total marketable securities172,266 389,564 
Total cash, cash equivalents, and marketable securities$777,644 $632,057 
Available-for-sale debt securities, including the classification within the consolidated balance sheet at December 31, 2023, consisted of the following:
(In thousands)Amortized Cost
Gains in AOCI (1)
Losses in AOCI (1)
Estimated Fair Value
Cash equivalents
Commercial paper$72,243 $— $— $72,243 
U.S. government agency securities3,035 — — 3,035 
Total cash equivalents75,278 — — 75,278 
Marketable securities
U.S. government agency securities$56,594 $166 $(44)$56,716 
Corporate bonds55,712 175 (59)55,828 
Asset backed securities35,081 65 (249)34,897 
Commercial paper
20,984 — — 20,984 
Total marketable securities168,371 406 (352)168,425 
Total available-for-sale debt securities$243,649 $406 $(352)$243,703 
_________________________________
(1)     There was no tax impact from the gains and losses in AOCI.
Available-for-sale debt securities, including the classification within the consolidated balance sheet at December 31, 2022, consisted of the following:
(In thousands)Amortized Cost
Gains in AOCI (1)
Losses in AOCI (1)
Estimated Fair Value
Cash equivalents
Commercial paper$63,021 $— $— $63,021 
U.S. government agency securities1,304 — — 1,304 
Total cash equivalents64,325 — — 64,325 
Marketable securities
U.S. government agency securities$228,012 $— $(2,789)$225,223 
Corporate bonds116,318 20 (1,667)114,671 
Asset backed securities45,374 2 (855)44,521 
Total marketable securities389,704 22 (5,311)384,415 
Total available-for-sale debt securities$454,029 $22 $(5,311)$448,740 
_________________________________
(1)     There was no tax impact from the gains and losses in AOCI.
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at December 31, 2023:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
Commercial paper$72,243 $72,243 $— $— 
U.S. government agency securities3,035 3,035 — — 
Total cash equivalents75,278 75,278 — — 
Marketable securities
Corporate bonds$33,518 $33,474 $22,194 $22,354 
U.S. government agency securities33,407 33,403 23,187 23,313 
Commercial paper
20,984 20,984 — — 
Asset backed securities— — 35,081 34,897 
Total marketable securities87,909 87,861 80,462 80,564 
Total available-for-sale securities$163,187 $163,139 $80,462 $80,564 
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of December 31, 2023, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one year
One year or greater
Total
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Marketable securities
Corporate bonds$25,895 $(41)$2,480 $(18)$28,375 $(59)
U.S. government agency securities15,756 (35)3,965 (9)19,721 (44)
Asset backed securities4,377 (5)10,935 (244)15,312 (249)
Total available-for-sale securities$46,028 $(81)$17,380 $(271)$63,408 $(352)
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of December 31, 2022, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one year
One year or greater
Total
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Marketable securities
U.S. government agency securities$37,458 $(337)$187,766 $(2,452)$225,224 $(2,789)
Corporate bonds35,055 (575)73,702 (1,092)108,757 (1,667)
Asset backed securities27,984 (735)15,536 (120)43,520 (855)
Total available-for-sale securities$100,497 $(1,647)$277,004 $(3,664)$377,501 $(5,311)
The Company evaluates investments 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 December 31, 2023 and 2022 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 gains and losses recorded on available-for-sale debt securities and equity securities are included in investment income, net in the Company’s consolidated statements of operations. The gains and losses recorded were not significant for the years ended December 31, 2023, 2022, and 2021.
v3.24.0.1
INVENTORY
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
INVENTORY INVENTORY
Inventory consisted of the following:
December 31,
(In thousands)20232022
Raw materials$58,593 $61,207 
Semi-finished and finished goods68,882 57,052 
Total inventory$127,475 $118,259 
v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT
The carrying value and estimated useful lives of property, plant and equipment are as follows:
December 31,
(In thousands)Estimated Useful Life20232022
Property, plant and equipment
Landn/a$4,716 $4,716 
Leasehold and building improvements(1)214,562 200,588 
Land improvements15 years6,729 6,417 
Buildings
30 - 40 years
290,777 288,941 
Computer equipment and computer software3 years168,131 142,896 
Machinery and equipment
3 - 10 years
290,294 246,344 
Furniture and fixtures
3 - 10 years
35,756 34,047 
Assets under constructionn/a104,592 68,398 
Property, plant and equipment, at cost1,115,557 992,347 
Accumulated depreciation(417,203)(307,591)
Property, plant and equipment, net$698,354 $684,756 
_________________________________
(1)     Lesser of remaining lease term, building life, or estimated useful life.
At December 31, 2023, the Company had $104.6 million of assets under construction, which consisted of $53.2 million in machinery and equipment, $29.1 million of capitalized costs related to software projects, $15.7 million in leasehold and building improvements, and $6.6 million related to buildings. Depreciation will begin on these assets once they are placed into service upon completion.
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL
 12 Months Ended
Dec. 31, 2023
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 December 31, 2023:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2023
Finite-lived intangible assets
Trade name11.6$104,000 $(27,903)$76,097 
Customer relationships7.04,000 (889)3,111 
Patents and licenses4.511,542 (9,600)1,942 
Acquired developed technology (1)7.3887,789 (328,543)559,246 
Total finite-lived intangible assets1,007,331 (366,935)640,396 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,331 $(366,935)$1,890,396 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2022:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2022
Finite-lived intangible assets
Trade name12.5$104,000 $(20,653)$83,347 
Customer relationships8.04,000 (444)3,556 
Patents and licenses4.211,542 (8,152)3,390 
Acquired developed technology (1)
7.8861,474 (245,527)615,947 
Total finite-lived intangible assets981,016 (274,776)706,240 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,231,016 $(274,776)$1,956,240 
______________
(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset     acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”), whose functional currency is also its local currency. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.
As of December 31, 2023, 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)
2024$92,908 
202591,860 
202690,800 
202790,800 
202890,800 
Thereafter183,228 
Total$640,396 
There were no impairment losses recorded on finite-lived intangible assets during the year ended December 31, 2023.
The Company recorded an IPR&D asset of $1.25 billion related to a project associated with the development of a U.S. Food and Drug Administration (“FDA”) approved, blood-based, multi-cancer early detection (“MCED”) test as part of the acquisition of Thrive Earlier Detection Corporation (“Thrive”) in January 2021. The Company performed a quantitative assessment as part of its annual IPR&D impairment analysis in the fourth quarter of 2023 under which it determined that the fair value exceeded the carrying value and no impairment loss was recorded.
On August 2, 2022, the Company completed a sale of the developed technology intangible asset related to the Oncotype DX Genomic Prostate Score test to MDxHealth SA (“MDxHealth”), which was measured using the income approach to determine the fair value. The gross value of the intangible asset was $59.0 million with accumulated amortization of $16.1 million as of the closing date, resulting in a carrying value of $42.9 million, which was derecognized from intangible assets, net in the consolidated balance sheets upon completion of the divestiture. Refer to Note 18 for further information on this sale.
During the third quarter of 2022, the remaining carrying value of $2.0 million related to the supply agreement intangible asset acquired as part of the combination with Genomic Health, Inc. (“Genomic Health”) was recorded as a non-cash, pre-tax impairment loss due to the termination of the agreement. The Company previously recorded a non-cash, pre-tax impairment loss of $20.2 million during the third quarter of 2021 due to lower than anticipated performance of the underlying product.
During the second quarter of 2022, the remaining carrying value of $6.6 million related to the developed technology intangible asset acquired as a result of the acquisition of Paradigm Diagnostics, Inc. was recorded as a non-cash, pre-tax impairment loss due to lower than anticipated performance of the underlying product.
The Company utilized the income approach to measure the fair value of the impaired intangible assets, which involved significant unobservable inputs (Level 3 inputs), including revenue projections, cash flow projections, and discount rates. Impairment losses recorded on intangible assets are included in impairment of long-lived assets in the Company’s consolidated statement of operations.
Goodwill
The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is as follows:
(In thousands)
Balance, January 1, 2022
$2,335,172 
OmicEra acquisition
10,809 
PreventionGenetics acquisition adjustment(58)
Effects of changes in foreign currency exchange rates (1)117 
Balance, December 31, 2022
2,346,040 
Resolution Bioscience acquisition (2)
20,692 
Effects of changes in foreign currency exchange rates (1)
388 
Balance December 31, 2023
$2,367,120 
_________________________________
(1)    Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.
(2)    Refer to Note 18 for further discussion on the Company’s acquisition of Resolution Bioscience, Inc. (“Resolution Bioscience”).
There were no impairment losses recorded on goodwill for the years ended December 31, 2023, 2022, and 2021.
v3.24.0.1
FAIR VALUE MEASUREMENTS
 12 Months Ended
Dec. 31, 2023
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 December 31, 2023 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, 2023Quoted 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$530,100 $530,100 $— $— 
Commercial paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 34,897 — 
Commercial paper
20,984 — 20,984 — 
Equity securities
3,841 3,841 — — 
Non-marketable securities$7,650 $— $— $7,650 
Liabilities
Contingent consideration$(288,657)$— $— $(288,657)
Total$500,934 $538,238 $243,703 $(281,007)
The following table presents the Company’s fair value measurements as of December 31, 2022 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, 2022Quoted 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$178,168 $178,168 $— $— 
Commercial paper63,021 — 63,021 — 
U.S. government agency securities1,304 — 1,304 — 
Restricted cash (1)
297 297 — — 
Marketable securities
U.S. government agency securities$225,223 $— $225,223 $— 
Corporate bonds114,671 — 114,671 — 
Asset backed securities44,521 — 44,521 — 
Equity securities (2)
5,149 5,149 — — 
Non-marketable securities$10,065 $— $— $10,065 
Liabilities
Contingent consideration$(306,927)$— $— $(306,927)
Total$335,492 $183,614 $448,740 $(296,862)
_________________________________
(1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company's credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.
(2)Inclusive of the American Depository Shares of MDxHealth received as part of the sale of the Company’s GPS test, which are restricted to a holding period of six months after the date of the sale of August 2, 2022. The shares had a fair value of $4.6 million as of December 31, 2022.
There have been no changes in valuation techniques or transfers between fair value measurement levels during the year ended December 31, 2023. 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 has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands)Non-Marketable Securities
Beginning balance, January 1, 2022
$3,090 
Purchase of non-marketable securities
10,000 
Change in fair value
1,038 
Conversion of non-marketable securities
(4,063)
Balance, December 31, 2022
10,065 
Purchases of non-marketable securities6,957 
Changes in fair value1,127 
Settlement of non-marketable securities
(10,499)
Ending balance, December 31, 2023
$7,650 
Contingent Consideration Liabilities
The fair value of the contingent consideration liabilities was $288.7 million and $306.9 million as of December 31, 2023 and 2022, respectively, which was included in other long-term liabilities in the consolidated balance sheets.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Balance, January 1, 2022 (1)
$359,021 
Purchase price contingent consideration (2)
4,600 
Changes in fair value(56,617)
Payments(77)
Balance, December 31, 2022
306,927 
Changes in fair value
(18,044)
Payments(226)
Balance, December 31, 2023
$288,657 
_________________________________
(1)    The change in fair value of the contingent consideration liability during the year ended December 31, 2021 was not significant.
(2)    The increase in contingent consideration liability is due to the contingent consideration associated with the acquisition of OmicEra. Refer to Note 18 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 liabilities recorded from the Company’s acquisitions of Thrive, Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $288.7 million and $306.8 million as of December 31, 2023 and 2022, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones 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 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 of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 89% and 91% as of December 31, 2023 and 2022, respectively, and a weighted average present-value factor of 5.8% and 6.2% as of December 31, 2023 and 2022, respectively. The projected fiscal year of payment range is from 2025 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.
The fair value of the contingent consideration liability related to certain revenue milestones associated with the Biomatrica, Inc. acquisition was not significant as of December 31, 2022, and the revenue milestone period ended September 30, 2023. 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
Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following aggregate carrying amounts and downward and upward adjustments as of and for the years ended December 31, 2023 and 2022:
Year ended December 31,
(In thousands)
20232022
Upward adjustments (1)
$4,314 $779 
Downward adjustments and impairments (2)
(4,250)(10,821)
Aggregate carrying value
45,968 39,842 
_________________________________
(1)    Cumulative upward adjustments on non-marketable equity securities held as of December 31, 2023 was $5.1 million. The upward adjustments recorded were due to increases in the valuation of the underlying investee as determined by the value of the follow-on rounds of investment by other third-party investors. There were no upward adjustments recorded during the year ended December 31, 2021.
(2)    Cumulative downward adjustments and impairments on non-marketable equity securities held as of December 31, 2023 was $15.1 million. The adjustments recorded were due to adverse changes in the market and the investees’ ability to continue as a going concern. There were no downward adjustments recorded during the year ended December 31, 2021.
The Company recorded a realized gain of $5.4 million, a realized loss of $10.0 million, and a realized gain of $30.5 million on non-marketable securities for the years ended December 31, 2023, 2022, and 2021, respectively.
The Company has committed capital to venture capital investment funds (the “Funds”) of $17.5 million, of which $12.1 million remained callable through 2033 as of December 31, 2023. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company's consolidated balance sheets, were $5.2 million and $3.9 million as of December 31, 2023 and 2022, respectively. Gains and losses recorded on the Company's investments in the Funds were not significant for the years ended December 31, 2023, 2022, and 2021.
Derivative Financial Instruments
The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of December 31, 2023 and 2022, the Company had open foreign currency forward contracts with notional amounts of $39.5 million and $22.3 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 open foreign currency forward contracts was zero at December 31, 2023 and 2022, and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of December 31, 2023. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the years ended December 31, 2023 and 2022.
v3.24.0.1
ACCRUED LIABILITIES
 12 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
ACCRUED LIABILITIES ACCRUED LIABILITIES
Accrued liabilities at December 31, 2023 and 2022 consisted of the following:
December 31,
(In thousands)20232022
Compensation$247,619 $201,252 
Professional fees45,405 43,715 
Other17,274 22,329 
Research and trial related expenses14,219 17,455 
Assets under construction11,210 10,462 
Licenses5,956 4,003 
Total $341,683 $299,216 
v3.24.0.1
LONG-TERM DEBT
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Accounts Receivable Securitization Facility
On June 29, 2022, the Company, through a wholly-owned special purpose entity, Exact Receivables LLC (“Exact Receivables”) entered into an accounts receivable securitization program (the “Securitization Facility”) with PNC Bank, National Association (“PNC”), with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with a revolving line-of-credit of up to $150.0 million of borrowing capacity, subject to certain borrowing base requirements, by collateralizing a security interest in the domestic customer accounts receivable of certain wholly-owned subsidiaries of the Company. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible customer accounts receivable generated by the Company during the normal course of operations. The Securitization Facility requires the Company to maintain minimum borrowings under the facility of $50.0 million. The debt issuance costs incurred related to the Securitization Facility were not significant and are being amortized over the life of the Securitization Facility through interest expense within the consolidated statements of operations.
In connection with the Securitization Facility, the Company also entered into two Receivables Purchase Agreements (“Receivable Purchase Agreements”) on June 29, 2022. The Receivable Purchase Agreements are among the Company and certain wholly-owned subsidiaries of the Company, and between the Company and Exact Receivables. Under the agreements, the wholly-owned subsidiaries sell all of their right, title and interest in their accounts receivables to Exact Receivables. The receivables are used to collateralize borrowings made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty.
As of December 31, 2023, the eligible borrowing base under the Securitization Facility was $108.5 million of which the Company elected to collateralize $50.0 million. As of December 31, 2023 and December 31, 2022, the Company had an outstanding balance of $50.0 million, which is included in debt, current portion and long-term debt, less current portion, respectively, on the Company’s consolidated balance sheets. The outstanding balance accrues interest at a rate equal to a daily secured overnight financing rate (“SOFR”) rate plus a SOFR adjustment and an applicable margin. The interest rate was 6.89% at December 31, 2023.
Revolving Loan Agreement
During November 2021, the Company entered into a revolving loan agreement (the “Revolving Loan Agreement”) with PNC. The Revolving Loan Agreement provides the Company with a revolving line of credit of up to $150.0 million (the “Revolver”). The Revolver is collateralized by the Company’s marketable securities held by PNC, which must continue to maintain a minimum market value of $150.0 million. The Revolver is available for general working capital purposes and all other lawful corporate purposes. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. The availability of advances under the line of credit will be reduced by the stated amount of each letter of credit issued and outstanding.
Borrowings under the Revolving Loan Agreement accrue interest at an annual rate equal to the sum of the daily Bloomberg Short-Term Bank Yield Index Rate plus the applicable margin of 0.60%. Loans under the Revolving Loan Agreement may be prepaid at any time without penalty. In October 2022 the Revolving Loan Agreement was amended to extend the maturity date from November 5, 2023 to November 5, 2025. There were no other amendments to the Revolver.
The Company has agreed to various financial covenants under the Revolving Loan Agreement, and as of December 31, 2023, the Company is in compliance with all covenants.
In December 2021 and January 2023, PNC issued letters of credit of $2.9 million and $1.5 million, respectively, which reduced the amount available for cash advances under the line of credit to $145.6 million and $147.1 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Loan Agreement.
Construction Loan Agreement
During December 2017, the Company entered into a loan agreement with Fifth Third Bank (the “Construction Loan Agreement”), which provided the Company with a non-revolving construction loan (the “Construction Loan”) of $25.6 million- with a maturity date of December 10, 2022. The Company used the Construction Loan proceeds to finance the construction of an additional clinical laboratory and related facilities in Madison, Wisconsin. The Construction Loan was collateralized by the additional clinical laboratory and related facilities.
The Construction Loan Agreement bore interest at a rate equal to the sum of the 1-month LIBOR rate plus 2.25%. The interest incurred on the Construction Loan was not significant and was capitalized to the construction project. The Company also incurred minimal debt issuance costs which were recorded as a direct deduction from the liability, and amortized over the life of the Construction Loan.
As part of the Revolving Loan Agreement discussed above, the Company agreed to repay in full all outstanding debt owed to Fifth Third Bank under the Construction Loan Agreement, and as of December 31, 2021, the remaining outstanding balance had been fully repaid in connection with the termination of the Construction Loan Agreement. Any unamortized issuance costs at the time or repayment were recorded as a loss.
v3.24.0.1
CONVERTIBLE NOTES
 12 Months Ended
Dec. 31, 2023
CONVERTIBLE DEBT  
CONVERTIBLE NOTES CONVERTIBLE NOTES
Convertible note obligations included in the consolidated balance sheet consisted of the following as of December 31, 2023:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,349)$568,644 $684,475 2
2028 Convertible Notes - 0.375%
949,042 (10,499)938,543 887,354 2
2027 Convertible Notes - 0.375%
563,822 (5,429)558,393 549,839 2
2025 Convertible Notes - 1.000%
249,172 (476)248,696 293,300 2
Convertible note obligations included in the consolidated balance sheet consisted of the following as of December 31, 2022:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible Notes - 0.375%
$1,150,000 $(15,775)$1,134,225 $908,500 2
2027 Convertible Notes - 0.375%
747,500 (9,445)738,055 612,950 2
2025 Convertible Notes - 1.000%
315,005 (1,179)313,826 326,808 2
____________________________
(1)     The fair values are based on observable market prices for this debt, which is traded in less 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 interest expense in the Company’s 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.
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 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.
In February 2023, the Company entered into a privately negotiated exchange and purchase agreement with a single holder of certain of the Company’s 2027 Notes and 2028 Notes. The Company issued the holder $500.0 million aggregate principal amount of 2.0% Convertible Notes due in 2030 (the “2030 Notes”) in exchange for $183.7 million of aggregate principal of 2027 Notes, $201.0 million of aggregate principal of 2028 Notes, and $138.0 million of cash. The extinguishment resulted in a gain on settlement of convertible notes of $17.7 million, which is included in interest expense in the consolidated statement of operations for the year ended December 31, 2023. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.
In March 2023, the Company entered into a privately negotiated exchange agreement with two holders of certain of the 2025 Notes. The Company issued the holder $73.0 million aggregate principal amount of 2030 Notes in exchange for $65.8 million of aggregate principal of 2025 Notes. The extinguishment resulted in a loss on settlement of convertible notes of $7.4 million, which is included in interest expense in the consolidated statement of operations for the year ended December 31, 2023. 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 exchange.
The net proceeds from the issuance of the 2030 Notes were approximately $133.0 million, after deducting commissions and offering expenses payable by the Company. The 2030 Notes will mature on March 1, 2030 and bear interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2023.
Summary of Conversion Features
Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes (the “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, 8.21, and 12.37 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, $121.84, and $80.83 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes are potentially convertible into up to 3.3 million, 5.0 million, 7.8 million, and 7.1 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 Indentures), will, under certain circumstances, be entitled to an increase in the conversion rate.
If the Company undergoes a “fundamental change” (as defined in the Indentures), 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 $73.98 on December 31, 2023, the if-converted values on the Notes do not exceed the principal amount.
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.
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
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)
2030 Convertible Notes
$4,938 
2028 Convertible Notes
24,453 
2027 Convertible Notes
14,285 
2025 Convertible Notes
17,646 
Interest Expense
Interest expense on the Notes includes the following:
Year Ended December 31,
(In thousands)202320222021
Debt issuance costs amortization$5,350 $5,727 $5,727 
Debt discount amortization106 147 147 
Gain on settlement of convertible notes(10,324)— — 
Coupon interest expense18,072 10,266 10,266 
Total interest expense on convertible notes$13,204 $16,140 $16,140 
The following table summarizes the effective interest rates of the Notes:
Year Ended December 31,
202320222021
2030 Convertible Notes
2.09 %— %— %
2028 Convertible Notes
0.63 %0.64 %0.64 %
2027 Convertible Notes
0.67 %0.68 %0.68 %
2025 Convertible Notes1.17 %1.18 %1.18 %
The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 1.04 years, 3.21 years, 4.17 years, and 6.17 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively.
v3.24.0.1
LICENSE AND COLLABORATION AGREEMENTS
 12 Months Ended
Dec. 31, 2023
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 single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees.
Mayo Foundation for Medical Education Research
In June 2009, the Company entered into an exclusive, worldwide license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), under which 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 Company’s license agreement with Mayo was most recently amended and restated in September 2020.
The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property.
Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement.
The Company is also required to pay Mayo up to $3.0 million in sales-based milestone payments upon cumulative net sales of each product using the licensed Mayo intellectual property reaching specified levels.
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 2039 (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 has incurred insignificant charges for the years ended December 31, 2023, 2022, and 2021, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company's consolidated statements of operations.
Johns Hopkins University
Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns Hopkins University (“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, MCED test. The agreement terms would require the Company to pay single-digit sales-based royalties and up to $45.0 million in sales-based milestone payments if net sales of a licensed product using JHU proprietary data reach specified levels. The Company will record the sales-based royalties and sales-based milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of any sales-based royalties or sales-based milestones as of December 31, 2023.
Targeted Digital Sequencing (“TARDIS”) License Agreement
In January 2021, the Company entered into an exclusive, worldwide license to the proprietary TARDIS technology, which the Company intends to develop and commercialize as a molecular residual disease (“MRD”) test, from The Translational Genomics Research Institute (“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 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 191,336 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 up to $45.0 million in sales-based milestone payments upon cumulative net sales related to MRD detection and/or treatment reaching specified levels. 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 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 year ended December 31, 2021.
Broad Institute, Inc.
In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s MRD testing. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. The Company has not incurred any charges related to the achievement of development milestones or sales milestones as of December 31, 2023.
Watchmaker Genomics, Inc.
In July 2023, the Company entered into a co-exclusive development and license agreement with Watchmaker Genomics, Inc. (“Watchmaker”) under which the Company granted Watchmaker a co-exclusive license to the non-bisulfite technology for the detection of methylated DNA and other epigenetic modifications (“TAPS”). TAPS is based on patents obtained by the Company through an exclusive license agreement with the Ludwig Institute for Cancer Research. Under the agreement, both parties have the right to use and develop TAPS for commercial purposes. The Company has the potential to receive up to $82.0 million in sales-based milestone payments and mid-single digit royalties based on future Watchmaker net sales of licensed products including TAPS. Additionally, Watchmaker has the right to sublicense TAPS, and the Company has the potential to receive royalties based on future Watchmaker sublicense receipts.
v3.24.0.1
PFIZER PROMOTION AGREEMENT
 12 Months Ended
Dec. 31, 2023
PFIZER PROMOTION AGREEMENT  
PFIZER PROMOTION AGREEMENT PFIZER PROMOTION AGREEMENT
In 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 extended the relationship between the Company and Pfizer and restructured 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 included fixed and performance-related fees, some of which retroactively went into effect on April 1, 2020. In November 2021, the Company and Pfizer entered into an amendment to the Restated Promotion Agreement (the “November 2021 Amendment”), which provided that after November 30, 2021, Pfizer will no longer promote the Cologuard test to healthcare providers. The November 2021 Amendment provided that the Company pay Pfizer a total of $35.9 million in three installments, which occurred during the second, third, and fourth quarters of 2022. The November 2021 Amendment eliminated the Company's obligation to pay Pfizer royalties or other fees except for certain media fees, advertising fees, and any detail fees owed to Pfizer for promoting the Cologuard test prior to November 30, 2021. The $35.9 million fee incurred as a result of the November 2021 Amendment was recognized in full during the fourth quarter of 2021. All payments to Pfizer are recorded in sales and marketing expenses in the Company's 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 (and prior to giving effect to the November 2021 Amendment), the service fee provided a fee-for-service model that included certain fixed fees and performance-related bonuses. The performance-related bonuses were 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 $7.5 million, and $81.3 million for the service fee during the years ended December 31, 2022 and 2021, respectively. The Company incurred charges of $85.8 million, and $121.0 million for promotion, sales and marketing services performed by Pfizer on behalf of the Company during the years ended December 31, 2022 and 2021, respectively. All services provided by Pfizer under the November 2021 Amendment ended in the third quarter of 2022, and there were no payments made or charges incurred during the year ended December 31, 2023.
v3.24.0.1
STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY
Stock Issuances
When the Company completes a business combination or asset acquisition, which are further described in Note 18, the Company may issue shares of the Company's common stock. Stock issuances in relation to acquisitions during the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands, except for per share data)
Period of AcquisitionShares IssuedFair Value of Shares Issued
OmicEraMay 2022265,186$14,792 
PreventionGeneticsDecember 20211,070,41084,252 
AshionApril 2021125,44416,224 
ThriveJanuary 20219,323,2661,191,420 
TARDIS license
January 2021191,33527,263 
Changes in Accumulated Other Comprehensive Income (Loss)
The amount recognized in AOCI for the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands)Cumulative Translation Adjustment
Unrealized Gain (Loss) on Securities (1)
AOCI
Balance at January 1, 2021
$— $526 $526 
Other comprehensive income (loss) before reclassifications
23 (1,648)(1,625)
Amounts reclassified from accumulated other comprehensive income (loss)
— (514)(514)
Net current period change in accumulated other comprehensive loss23 (2,162)(2,139)
Income tax benefit related to items of other comprehensive loss
— 170 170 
Balance at December 31, 2021$23 $(1,466)$(1,443)
Other comprehensive income (loss) before reclassifications30 (4,049)(4,019)
Amounts reclassified from accumulated other comprehensive income (loss)
— 226 226 
Net current period change in accumulated other comprehensive loss30 (3,823)(3,793)
Balance at December 31, 2022$53 $(5,289)$(5,236)
Other comprehensive income (loss) before reclassifications1,321 1,416 2,737 
Amounts reclassified from accumulated other comprehensive income (loss)
— 3,927 3,927 
Net current period change in accumulated other comprehensive income (loss)
1,321 5,343 6,664 
Balance at December 31, 2023$1,374 $54 $1,428 
_________________________________
(1)There was no tax impact from the amounts recognized in AOCI for the years ended December 31, 2023 and 2022.
Amounts reclassified from AOCI for the years ended December 31, 2023, 2022 and 2021 were as follows:
Year Ended December 31,
Details about AOCI Components (In thousands)Affected Line Item in the
Statements of Operations		202320222021
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments
Investment income (loss)
$3,927 $226 $(514)
Total reclassifications$3,927 $226 $(514)
v3.24.0.1
STOCK-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock-Based Compensation Plans
The Company maintains the following plans for which awards were granted from or had awards outstanding in 2023: the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan. These plans are collectively referred to as the “Stock Plans.”
The Stock Plans are administered by the Human Capital Committee of the Company’s Board of Directors (“Human Capital Committee”). The 2019 Omnibus Long-Term Incentive Plan provides that upon an acquisition of the Company, all equity will accelerate by a period of one year. In addition, upon the termination of an employee without cause or for good reason prior to the first anniversary of the completion of the acquisition, all equity awards then outstanding under the respective plan held by that employee will immediately vest.
2019 Omnibus Long-Term Incentive Plan. The Company adopted the 2019 Omnibus Long-Term Incentive Plan (the “2019 Stock Plan”) on July 25, 2019 to grant share-based awards to employees, officers, directors, consultants and advisors. Awards granted under the 2019 Stock Plan may include incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the Human Capital Committee, subject to the provisions of the 2019 Stock Plan. The 2019 Stock Plan will expire on July 25, 2029 and after such date no further awards may be granted under the plan. Options granted under the 2019 Stock Plan expire ten years from the date of grant. Grants made from the 2019 Stock Plan generally vest over a period of three to four years. At December 31, 2023, options to purchase 404,833 shares were outstanding under the 2019 Stock Plan and 7,867,224 shares of restricted stock and restricted stock units were outstanding. The Company's stockholders approved amendments to the 2019 Stock Plan to increase the number of shares available for future grant thereunder by 14,000,000 and 4,340,000 shares on June 9, 2022 and June 8, 2023, respectively. At December 31, 2023, there were 16,046,161 shares available for future grant under the 2019 Stock Plan.
2010 Omnibus Long-Term Incentive Plan.  The Company adopted the 2010 Omnibus Long-Term Incentive Plan (the “2010 Stock Plan”) on July 16, 2010 to grant share-based awards to employees, officers, directors, consultants and advisors. Awards granted under the 2010 Stock Plan may include incentive stock options, as defined under the Internal Revenue Code, non-qualified options, restricted stock awards and other stock awards in amounts and with terms and conditions determined by the Human Capital Committee, subject to the provisions of the 2010 Stock Plan. The 2010 Stock Plan expired on July 16, 2020 and after such date no further awards may be granted under the plan. Options granted under the 2010 Stock Plan expire ten years from the date of grant. Grants made from the 2010 Stock Plan generally vest over a period of three to four years. At December 31, 2023, options to purchase 881,340 shares were outstanding under the 2010 Stock Plan and 3,340 shares of restricted stock and restricted stock units were outstanding. At December 31, 2023, there were no shares available for future grant under the 2010 Stock Plan.
2010 Employee Stock Purchase Plan.  The 2010 Employee Stock Purchase Plan (the “2010 Purchase Plan”) was adopted by the Company on July 16, 2010 to provide participating employees the right to purchase shares of common stock at a discount through a series of offering periods. The 2010 Purchase Plan will expire on October 31, 2030. The Company’s stockholders approved amendments to the 2010 Employee Stock Purchase Plan to increase the number of shares available for purchase thereunder by 500,000 shares, 2,000,000 shares, and 3,000,000 shares on July 24, 2014, July 28, 2016, and June 9, 2022, respectively. At December 31, 2023, there were 1,834,193 shares of common stock available for purchase by participating employees under the 2010 Purchase Plan.
Generally, all employees whose customary employment is more than 20 hours per week and more than five months in any calendar year are eligible to participate in the 2010 Purchase Plan. Participating employees authorize an amount, between 1% and 15% of the employee’s compensation, to be deducted from the employee’s pay during the offering period. On the last day of the offering period, the employee is deemed to have exercised the employee’s option to purchase shares of Company common stock, at the option exercise price, to the extent of accumulated payroll deductions. Under the terms of the 2010 Purchase Plan, the option exercise price is an amount equal to 85% of the fair market value, as defined under the 2010 Purchase Plan, and no employee can purchase more than $25,000 of Company common stock under the 2010 Purchase Plan in any calendar year. Rights granted under the 2010 Purchase Plan terminate upon an employee’s voluntary withdrawal from the 2010 Purchase Plan at any time or upon termination of employment. At December 31, 2023, there were 3,965,807 cumulative shares issued under the 2010 Purchase Plan.
Stock-Based Compensation Expense
The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), performance share units (“PSUs”), 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.
A summary of non-cash stock-based compensation expense by expense category included in the Company's consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 is as follows:
Year Ended December 31,
(In thousands)
202320222021
Cost of sales
$20,761 $19,218 $16,835 
Research and development
41,242 33,825 49,723 
Sales and marketing
65,552 62,568 55,716 
General and administrative
103,757 91,212 216,952 
Total stock-based compensation$231,312 $206,823 $339,226 
As of December 31, 2023, there was approximately $354.8 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.42 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 year ended December 31, 2021, the Company accelerated 139,096 shares of previously unvested stock options and 58,171 shares of previously unvested restricted stock awards and restricted stock units and recorded $19.0 million of non-cash stock-based compensation for the accelerated awards. As further discussed in Note 18, 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 determined the fair value of each service-based option award on the date of grant using the Black-Scholes option-pricing model, which utilized several key assumptions including risk-free interest rate, expected term, expected volatility, and dividend yield. There were no option awards granted during the years ended December 31, 2023, 2022 and 2021.
A summary of stock option activity under the Stock Plans is as follows:
OptionsShares
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 2023
1,517,876 $44.82 4.7
Exercised(194,629)16.44 
Forfeited(37,074)95.02 
Outstanding, December 31, 2023
1,286,173 $47.67 3.8$42,878 
Vested and expected to vest, December 31, 2023
1,286,173 $47.67 3.8$42,878 
Exercisable, December 31, 2023
1,228,594 $45.32 3.7$42,878 
_________________________________
(1)     The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $11.7 million, $36.4 million, and $155.8 million, respectively, determined as of the date of exercise.
The Company received approximately $3.2 million, $6.5 million, and $14.4 million from stock option exercises during the years ended December 31, 2023, 2022 and 2021, 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 is as follows:
Restricted SharesWeighted Average Grant Date Fair Value (1)
Outstanding, January 1, 2023
5,254,709 $85.87 
Granted3,510,373 62.36 
Released (2)(1,797,915)88.28 
Forfeited(694,404)73.54 
Outstanding, December 31, 2023
6,272,763 $73.39 
_________________________________
(1)     The weighted average grant date fair value of the restricted stock units granted during the years ended December 31, 2022 and 2021 was $68.18 and $129.16, respectively.
(2)     The fair value of restricted stock units vested and converted to shares of the Company's common stock was $158.2 million, $117.6 million, and $219.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
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.
A summary of performance share unit activity is as follows:
Performance Share Units (1)Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 2023967,846 $102.58 
Granted782,966 80.50 
Released (3)(12,284)78.32 
Forfeited(140,727)93.73 
Outstanding, December 31, 20231,597,801 $92.73 
_________________________________
(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 December 31, 2023 was 772,906.
(2)     The weighted average grant date fair value of the performance share units granted during the years ended December 31, 2022 and 2021 was $89.43 and $138.09, respectively.
(3)     The fair value of performance share units vested and converted to shares of the Company's common stock was $1.0 million and $27.2 million for the years ended December 31, 2023 and 2022, respectively. There were no performance share units vested and converted to shares of the Company's common stock during the year ended December 31, 2021.
Employee Stock Purchase Plan (“ESPP”)
A summary of ESPP activity is as follows:
Year Ended December 31,
(in thousands, except share and per share amounts)202320222021
Shares issued under the 2010 Purchase Plan924,448 668,605331,769
Cash received under the 2010 Purchase Plan$28,344 $25,491 $23,070 
Weighted average fair value per share of stock purchase rights granted during the period$16.32 $17.52 $34.93 
The 924,448 shares issued during the year ended December 31, 2023 were as follows:
Offering period ended
Number of Shares
Weighted Average price per Share
April 30, 2023544,453 $30.02 
October 31, 2023379,995 $31.57 
The fair value of ESPP shares is based on the assumptions in the following table:
Year Ended December 31,
202320222021
Risk-free interest rates
4.68% - 4.71%
1.49% - 4.71%
0.04% - 0.16%
Expected term (in years)
1.25
0.5 - 2
0.5 - 2
Expected volatility
63.13% - 67.30%
50.94% - 63.13%
43.00% - 68.51%
Dividend yield0%0%0%
Shares Reserved for Issuance
The Company has reserved shares of its authorized common stock for issuance pursuant to its employee stock purchase and equity plans, including all outstanding stock option grants noted above at December 31, 2023, as follows:
Shares reserved for issuance
2019 Stock Plan16,046,161 
2010 Purchase Plan
1,834,193 
17,880,354 
v3.24.0.1
COMMITMENTS AND CONTINGENCIES
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Leases
The components of lease expense were as follows:
Year Ended December 31,
(In thousands)202320222021
Finance lease cost
Amortization of right-of-use assets$3,845 $4,612 $5,731 
Interest on lease liabilities800 808 1,018 
Operating lease cost36,576 36,291 31,730 
Short-term lease cost750 476 628 
Variable lease cost8,449 7,985 5,212 
Total lease Cost$50,420 $50,172 $44,319 
Supplemental disclosure of cash flow information related to the Company's cash and non-cash activities with its leases are as follows:
Year Ended December 31,
(In thousands)202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$39,301$33,448$27,461
Operating cash flows from finance leases783699938
Finance cash flows from finance leases3,5694,3455,290
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)4,98624,57274,369
Right-of-use assets obtained in exchange for new finance lease liabilities5,44311,2765,460
Weighted-average remaining lease term - operating leases (in years)6.877.438.33
Weighted-average remaining lease term - finance leases (in years)2.803.272.95
Weighted-average discount rate - operating leases6.59 %6.37 %6.11 %
Weighted-average discount rate - finance leases7.43 %6.60 %5.36 %
_________________________________
(1)    This includes an insignificant amount of right-of-use assets acquired as part of the business combinations described in Note 18 for the years ended December 31, 2023 and 2022, and $39.6 million for the year ended December 31, 2021.
As of December 31, 2023 and 2022, the Company’s right-of-use assets from operating leases are $143.7 million and $167.0 million, respectively, which are reported in operating lease right-of-use assets in the Company’s consolidated balance sheets. As of December 31, 2023, the Company has outstanding operating lease obligations of $190.4 million, of which $29.4 million is reported in operating lease liabilities, current portion and $161.1 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheets. As of December 31, 2022, the Company had outstanding operating lease obligations of $210.8 million, of which $28.4 million is reported in operating lease liabilities, current portion and $182.4 million is reported in operating lease liabilities, less current portion in the Company’s consolidated balance sheets.
As of December 31, 2023 and 2022, the Company’s right-of-use assets from finance leases are $11.3 million and $10.2 million, respectively, which are reported in other long-term assets, net in the Company’s consolidated balance sheets. As of December 31, 2023, the Company has outstanding finance lease obligations of $11.9 million, of which $4.4 million is reported in other current liabilities and $7.5 million is reported in other long-term liabilities in the Company’s consolidated balance sheets. As of December 31, 2022, the Company had outstanding finance lease obligations of $10.6 million, of which $3.2 million is reported in other current liabilities and $7.4 million is reported in other long-term liabilities in the Company’s consolidated balance sheets.
Maturities of operating lease liabilities on an annual basis as of December 31, 2023 were as follows:
(In thousands)
2024$39,476 
202536,660 
202634,851 
202734,226 
202827,901 
Thereafter66,634 
Total minimum lease payments239,748 
Imputed interest(49,299)
Total$190,449 
Maturities of finance lease liabilities on an annual basis as of December 31, 2023 were as follows (amounts in thousands):
(In thousands)
2024$5,044
20254,552
20262,797
2027827
2028—
Thereafter—
Total minimum lease payments13,220
Imputed interest(1,279)
Total$11,941
Legal Matters
The Company 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 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, that 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 Annual Report on Form 10-K, amounts accrued for legal proceedings and regulatory matters were not significant except for the amounts accrued related to the matters discussed below. 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.
DOS Rule Matter
In September 2023, the Company’s wholly owned subsidiary Genomic Health, Inc., which was acquired in November 2019, entered into a settlement agreement with the United States of America, acting through the Department of Justice (“DOJ”) and on behalf of the Office of Inspector General of the Department of Health and Human Services, and two qui tam relators to resolve the previously disclosed civil investigation concerning Genomic Health’s compliance with the Medicare Date of Service billing regulations (the “DOS Rule Matter”). Genomic Health entered into the settlement agreement to avoid the delay, uncertainty and expense of protracted litigation. The settlement agreement contains no admission of liability by Genomic Health.
Under the terms of the settlement agreement, the Company made a payment of $32.5 million in September 2023, of which $22.4 million and $10.1 million is included in general and administrative expenses in the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2021, respectively. Following the United States’ receipt of the settlement payment, the Company was released from any civil or administrative monetary claims under the civil False Claims Act and other specified civil statutes and common law theories of liability concerning the conduct identified in the settlement agreement.
On September 29, 2023, the United States District Court for the Eastern District of New York unsealed two qui tam actions filed under the False Claims Act involving the DOS Rule Matter, and on October 2, 2023, those two actions were dismissed with prejudice pursuant to the terms of the settlement agreement.
Gift Card Matter
In September 2023, the Company entered into a settlement agreement to resolve the previously disclosed False Claims Act qui tam suit 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”). In accordance with the settlement agreement, the Company made payment of $13.8 million plus legal fees in October 2023, which is included in general and administrative expenses in the Company's consolidated statement of operations for the year ended December 31, 2023. Following payment of the settlement amount, the Company was released from any civil or administrative monetary claims under the civil False Claims Act and other specified civil statutes and common law theories of liability concerning the conduct identified in the settlement agreement. On November 1, 2023, the court dismissed the qui tam suit with prejudice pursuant to the terms of the settlement agreement.
v3.24.0.1
EMPLOYEE BENEFIT PLAN
 12 Months Ended
Dec. 31, 2023
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLAN EMPLOYEE BENEFIT PLAN
The Company maintains a qualified 401(k) retirement savings plan for Exact Sciences employees (the “401(k) Plan”). The Company also maintains additional retirement savings plans that are acquired as a result of business combinations. These plans are maintained for a period of time before being merged into the 401(k) Plan. Under the terms of the 401(k) Plan, participants may elect to defer a portion of their compensation into the 401(k) Plan, subject to certain limitations. Company matching contributions may be made at the discretion of the Company's Human Capital Committee.
The Human Capital Committee approved 401(k) Plan matching contributions for the years ended December 31, 2023, 2022, and 2021 in the form of Company common stock equal to 100% of a participant's elective deferrals up to 6% of the participant’s eligible compensation for that year. The Company recorded compensation expense of approximately $40.6 million, $36.5 million, and $30.0 million, respectively, in the statements of operations for the years ended December 31, 2023, 2022, and 2021.
v3.24.0.1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
 12 Months Ended
Dec. 31, 2023
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS.  
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
During December 2021, the Company entered into an amended agreement (“Amended WEDC Agreement”) with the Wisconsin Economic Development Corporation (“WEDC”) to earn $18.5 million in refundable tax credits on the condition that the Company expends $350.0 million in capital investments and establishes and maintains 1,300 additional full-time positions over a five-year period. The capital investment credits are earned at a rate of 10% of eligible capital investments up to a maximum of $7.0 million, while the jobs creation credits are earned annually pursuant to the agreement.
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 term of the agreement. 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 occurs. The tax credits earned from capital investment are recognized as a reduction to capital expenditures at the time the costs are incurred, and then 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 in the period in which the credits are earned.
As of December 31, 2023, the Company has earned $11.0 million of the refundable tax credits under the Amended WEDC Agreement. The unpaid portion is $9.3 million, of which $3.8 million is reported in prepaid expenses and other current assets and $5.5 million is reported in other long-term assets, net in the Company's consolidated balance sheets reflecting when collection of the refundable tax credits is expected to occur. During the years ended December 31, 2023, 2022, and 2021, the amounts recorded as an offset to capital expenditures and operating expenses for the tax credits earned were not significant.
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Business Combination, Divestiture, And Asset Acquisition ACQUISITIONS AND DIVESTITURES
Business Combinations
Resolution Bioscience, Inc.
On September 12, 2023, the Company completed the acquisition of all of the outstanding capital stock of Resolution Bioscience, Inc. from Agilent Technologies, Inc. Resolution Bioscience develops and commercializes next-generation sequencing-based precision oncology solutions through its Clinical Laboratory Improvement Amendments (“CLIA”) certified lab based in Kirkland, Washington. The acquisition provides the Company with a high-quality blood-based therapy selection platform, complementing its comprehensive, tissue-based OncoExTraTM test. The Company has included the financial results of Resolution Bioscience in the consolidated financial statements from the date of the acquisition.
The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following:
(In thousands)
Cash$52,527 
Fair value of replaced equity awards1,675 
Total purchase price$54,202 
The Company replaced unvested RSUs with a combination-date fair value of $4.6 million. Of the total consideration for replaced equity awards, $1.7 million was allocated to the consideration transferred, and $2.9 million was deemed compensatory as it was attributable to post acquisition vesting. The compensatory replaced equity awards will be expensed over the remaining service periods on a straight-line basis.
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands)
Net operating assets$14,663 
Developed technology26,000 
Total identifiable assets acquired40,663 
Net operating liabilities(7,152)
Net identifiable assets acquired33,511 
Goodwill20,691 
Net assets acquired$54,202 
The Company recorded a $26.0 million identifiable intangible asset related to the developed technology associated with Resolution Bioscience’s liquid biopsy therapy selection tests. Developed technology represents purchased technology that had reached technological feasibility and for which Resolution Bioscience had substantially completed development as of the acquisition date. The fair value of the developed technology has been determined using the multi-period excess earnings method of the income approach, which involves significant unobservable inputs (Level 3 inputs). These inputs include projected revenues, gross margins, operating expenses, obsolescence, and an estimated discount rate. The developed technology intangible asset is amortized on a straight-line basis over its estimated useful life of 17 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 and expected sales force and therapy selection product portfolio synergies. The total goodwill related to this acquisition 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 the acquired assets and assumed liabilities, including in connection with the developed technology intangible asset.
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Resolution Bioscience, as though the companies were combined as of the beginning of January 1, 2022.
Twelve Months Ended December 31,
(In thousands)20232022
Total revenues$2,507,111 $2,097,680 
Net loss before tax(237,854)(675,091)

The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results that would have been achieved if the acquisition had taken place at such time. Expected cost savings and other synergistic benefits resulting from the acquisition were not reflected in the unaudited pro forma financial information. The Company did not have any significant, nonrecurring pro forma adjustments directly attributable to the acquisition included in the reported unaudited pro forma financial information. Revenue and net loss before tax from Resolution Bioscience included in the Company's consolidated statements of operations for the year ended December 31, 2023 was not significant.
Acquisition-related costs were not significant and were recorded within general and administrative expenses in the consolidated statement of operations. These costs include fees associated with financial, legal, accounting, and other advisors incurred to complete the acquisition.
OmicEra Diagnostics, GmbH
On May 2, 2022, the Company completed the acquisition (the “OmicEra Acquisition”) of all of the outstanding equity interests of OmicEra Diagnostics GmbH. The OmicEra Acquisition provided the Company a state-of-the-art proteomics lab based in Planegg, Germany. OmicEra combines its mass spectrometry-based proteome analysis technology with its in-house proteomics scientific expertise to discover more reliable and valuable protein biomarkers, which will expand the Company’s research and development capabilities. The Company has included the financial results of OmicEra in the consolidated financial statements from the date of the acquisition.
The acquisition date fair value of the consideration transferred for OmicEra was approximately $19.4 million, which consisted of the following:
(In thousands)
Common stock issued$14,792 
Contingent consideration4,600 
Cash paid related to working capital adjustment16 
Total purchase price$19,408 
The fair value of the 265,186 common shares issued as part of the 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 $55.78.
The purchase agreement requires the Company to pay a maximum of $6.0 million of additional cash consideration to OmicEra upon the achievement of certain earnout conditions related to the identification of protein biomarkers, as well as the growth of the proteomics research and development team. The fair value of the contingent consideration at the acquisition date was $4.6 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.
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands)
Net operating assets$2,586 
Developed technology10,000 
Total identifiable assets acquired12,586 
Net operating liabilities(3,987)
Net identifiable assets acquired8,599 
Goodwill10,809 
Net assets acquired$19,408 
The Company recorded $10.0 million of identifiable intangible assets related to the developed technology associated with OmicEra’s proteome analysis platform. Developed technology represents purchased technology that had reached technological feasibility and for which OmicEra had substantially completed development as of the date of acquisition. 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, obsolescence factor, required rate of return, and tax rate. Cash flows were discounted to their present value as of the closing date. The developed technology intangible asset is amortized on a straight-line basis over its estimated useful life of 16 years.
The calculation of the excess 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 potential to enhance the capabilities of current and future products, and expected research and development synergies. The total goodwill related to this acquisition is deductible for tax purposes.
Pro forma impact and results of operations disclosures have not been included due to insignificance.
Acquisition-related costs were not significant and were recorded within general and administrative expenses in the consolidated statement of operations. These costs include fees associated with financial, legal, accounting, and other advisors incurred to complete the merger.
PreventionGenetics, LLC
On December 31, 2021, the Company completed the acquisition (the “PreventionGenetics Acquisition”) of all of the outstanding equity interests of PreventionGenetics, LLC. The PreventionGenetics Acquisition provided the Company a CLIA certified and College of American Pathologist (“CAP”) accredited sequencing lab based in Marshfield, Wisconsin. PreventionGenetics provides more than 5,000 predefined genetic tests for nearly all clinically relevant genes, additional custom panels, and comprehensive germline, whole exome (“PGxome®”), and whole genome (“PGnome®”) sequencing tests. The Company has included the financial results of PreventionGenetics in the consolidated financial statements from the date of the acquisition.
The acquisition date fair value of the consideration transferred for PreventionGenetics was approximately $185.4 million, which consisted of the following:
(In thousands)
Cash$101,129
Common stock issued84,252
Total purchase price$185,381
The fair value of the 1,070,410 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 $78.71.
Of the total $101.1 million of consideration settled through the payment of cash, $85.8 million was paid as of December 31, 2021. The remaining $15.3 million represented withheld cash consideration used to cover working capital adjustments or seller claims that arose following the completion of the acquisition. The withheld cash consideration was settled during the year ended December 31, 2022, and there is no remaining liability on the consolidated balance sheet.
Acquisition-related costs were not significant and were recorded in general and administrative expenses in the consolidated statement of operations. These costs include fees associated with financial, legal, accounting and other advisors incurred to complete the merger.
Ashion Analytics, LLC
On April 14, 2021, the Company completed the acquisition (“Ashion Acquisition”) of all of the outstanding equity interests of Ashion Analytics, LLC from PMed Management, LLC (“PMed”), which is a subsidiary of The Translational Genomics Research Institute. The Ashion Acquisition provided the Company a CLIA-certified and CAP-accredited sequencing lab based in Phoenix, Arizona. Ashion developed GEM ExTra®, 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 acquisition.
The acquisition 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 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 ASC 820. The key assumptions are described in Note 7.
Acquisition-related costs were not significant and were recorded in general and administrative expenses in the consolidated statement of operations. 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 Earlier Detection Corporation. 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 MCED test with the Company’s scientific platform, clinical organization, and commercial infrastructure will bring an accurate blood-based, MCED test to patients faster. The Company has included the financial results of Thrive in the consolidated financial statements from the date of the acquisition.
The acquisition 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 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 RSAs 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, FDA approval and 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 an acquisition-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 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
0%
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 (expense), 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 net loss before tax of Thrive included in the Company’s consolidated statement of operations from the acquisition date of January 5, 2021 to December 31, 2022 was $255.0 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.
Year Ended December 31,
(In thousands)20212020
Total revenues$2,084,279 $1,767,087 
Net loss before tax(761,337)(1,014,352)
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 acquisition. 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 consolidated statement of operations for the year ended December 31, 2021 and are reflected in pro forma earnings for the year ended December 31, 2020 in the table above. The Company recorded a realized gain of $30.5 million during the first quarter of 2021 in investment income (expense), net on the Company’s 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 year ended December 31, 2020 in the table above. The Company recorded a remeasurement of contingent consideration of $7.2 million related to Thrive in general and administrative expenses in the consolidated statement of operations for the year ended December 31, 2021. This expense is reflected in the year ended December 31, 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 acquisition had taken place as of January 1, 2020.
During the year ended December 31, 2021, the Company incurred $10.3 million of acquisition-related costs recorded in general and administrative expenses in the 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 $19.0 million of expense related to vesting of previously unvested equity awards and $3.9 million of additional benefit charges for the year ended December 31, 2021.
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.
Acquisition related costs were not significant in this asset acquisition.
Divestitures
Oncotype DX Genomic Prostate Score Test
On August 2, 2022, pursuant to an asset purchase agreement (“Asset Purchase Agreement”) with MDxHealth SA, the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test, which will allow the Company to focus on the highest impact projects core to the Company’s vision.
The closing date fair value of the consideration received for the asset was approximately $29.6 million, which consisted of the following:
(In thousands)
Cash$25,000 
MDxHealth American Depository Shares 4,631 
Contingent consideration— 
Total consideration$29,631 
The fair value of the 691,171 American Depository Shares received as part of the consideration transferred was determined on the basis of the average of the high and low market price of the MDxHealth’s shares on the date of divestiture, which was $6.70, and is included in marketable securities on the consolidated balance sheet.
The Asset Purchase Agreement required MDxHealth to pay the Company up to an additional $70.0 million of contingent consideration that would be earned and receivable in cash and/or equity based on the achievement of certain revenue milestones by MDxHealth between 2023 and 2025. Under the Asset Purchase Agreement, contingent consideration would have been recognized in the consolidated statement of operations when it was probable a significant reversal of a gain would not occur. As of December 31, 2022, no contingent consideration was probable of not resulting in a significant gain reversal due to minimum revenue thresholds in place and therefore it was fully constrained.
The carrying value of the developed technology intangible asset, which was previously included in intangible assets, net on the consolidated balance sheet, was $42.9 million as of the closing date. As a result of the sale, the Company recorded a loss of $13.2 million, which is included in other operating income (loss) in the consolidated statement of operations for the year ended December 31, 2022.
Further, the Company agreed to provide certain transitional services to MDxHealth through December 31, 2022 and lab testing services for a period of up to 24 months.
On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (“Second Amendment”) related to the sale of the GPS test. Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms. The Company received additional consideration with a fair value of $3.1 million, which was recorded as a gain for the year ended December 31, 2023, and is included in other operating income (loss) in the consolidated statement of operations.
Under the Second Amendment, the maximum contingent consideration increased from $70.0 million to $82.5 million and the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement were eliminated. As a result of the elimination of the minimum revenue thresholds, the Company determined that a significant reversal of a gain is not probable and therefore the contingent consideration is no longer constrained. The Company recorded a contingent consideration gain of $73.3 million during the year ended December 31, 2023, which is included in other operating income (loss) in the consolidated statement of operations. The gain was estimated using historical GPS test revenues by MDxHealth under the most likely amount method.
As of December 31, 2023, a portion of the contingent consideration is classified as a contract asset. The contract asset was $41.7 million and zero as of December 31, 2023 and 2022, respectively. The remaining balance of $31.6 million, which represents the amount earned during the 2023 earnout year, is classified as a receivable as of December 31, 2023. The contract asset and receivable are included in other long-term assets, net on the consolidated balance sheet.
Transaction-related costs were not significant and were recorded within general and administrative expenses in the consolidated statement of operations. These costs include fees associated with financial, legal, accounting, and other advisors incurred to complete the divestiture.
v3.24.0.1
SEGMENT INFORMATION
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
Management 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 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.
Year Ended December 31,
(In thousands)202320222021
United States$2,346,489 $1,966,541 $1,657,174 
Outside of United States153,277 117,738 109,913 
Total revenues$2,499,766 $2,084,279 $1,767,087 
Long-lived assets located in countries outside of the U.S. are not significant.
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INCOME TAXES
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Under financial accounting standards, deferred tax assets or liabilities are computed based on the differences between the financial statement and income tax bases of assets and liabilities using the enacted tax rates. Deferred income tax expense or benefit represents the change in the deferred tax assets or liabilities from period to period. At December 31, 2023, the Company had federal net operating loss, state net operating loss, and foreign net operating loss carryforwards of approximately $402.9 million, $66.0 million, and $10.4 million, respectively, for financial reporting purposes, which may be used to offset future taxable income. The Tax Cuts and Jobs Act (H.R. 1) of 2017 limits the deduction for net operating losses to 80% of current year taxable income and provides for an indefinite carryover period for federal net operating losses. Both provisions are applicable for losses arising in tax years beginning after December 31, 2017. As of December 31, 2023 the Company has $278.5 million of federal net operating loss carryovers incurred after December 31, 2017 with an unlimited carryover period and $124.4 million of federal net operating loss carryovers expiring at various dates through 2037. State and foreign net operating loss carryovers expire at various dates through 2043. All net operating loss carryforwards are subject to review and possible adjustment by federal, state and foreign taxing jurisdictions. The Company also had federal and state research tax credit carryforwards of $70.9 million and $33.0 million, respectively, which may be used to offset future income tax liability. The federal credit carryforwards expire at various dates through 2043 and are subject to review and possible adjustment by the Internal Revenue Service. The state credit carryforwards expire at various dates through 2038 with the exception of $19.7 million of California research and development tax credits that have an indefinite carryforward period. All state tax credits are subject to review and possible adjustment by local tax jurisdictions. In the event of a change of ownership, the federal and state net operating loss and research and development tax credit carryforwards may be subject to annual limitations provided by the Internal Revenue Code and similar state provisions.
Loss before provision for taxes consisted of the following:
Year Ended December 31,
(In thousands)202320222021
Loss before income taxes:
Domestic$(204,128)$(617,240)$(801,536)
Foreign2,382 (15,330)(40,970)
Total loss before income taxes$(201,746)$(632,570)$(842,506)
The expense (benefit) for income taxes consists of:
Year Ended December 31,
(In thousands)202320222021
Current expense (benefit):
Federal$— $— $— 
State2,266 2,170 1,388 
Foreign2,561 1,131 4,898 
Deferred tax expense (benefit):
Federal2,395 (3,292)(222,693)
State(1,829)(8,926)(30,528)
Foreign(2,990)(147)54 
Total income tax expense (benefit)$2,403 $(9,064)$(246,881)
The Company recorded income tax expense for the year ended December 31, 2023 of $2.4 million primarily related to current foreign and state tax expense.
The components of the net deferred tax asset with the approximate income tax effect of each type of carryforward, credit and temporary differences are as follows:
December 31,
(In thousands)20232022
Deferred tax assets:
Operating loss carryforwards$477,420 $553,320 
Tax credit carryforwards104,580 87,579 
Compensation related differences85,007 67,976 
Lease liabilities47,118 51,560 
Capitalized research and development191,468 108,117 
Other temporary differences10,275 19,353 
Tax assets before valuation allowance915,868 887,905 
Less - Valuation allowance(465,832)(419,356)
Total deferred tax assets450,036 468,549 
Deferred tax liabilities
Amortization$(415,064)$(435,991)
Property, plant and equipment(9,465)(4,653)
Lease assets(35,786)(40,674)
Other temporary differences(7,010)(6,944)
Total deferred tax liabilities(467,325)(488,262)
Net deferred tax liabilities$(17,289)$(19,713)
A valuation allowance to reduce the deferred tax assets is reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has incurred significant losses since its inception and due to the uncertainty of the amount and timing of future taxable income and the realization of deferred tax liabilities, management has determined that a valuation allowance of $465.8 million and $419.4 million at December 31, 2023 and 2022, respectively, is necessary to reduce the tax assets to the amount that is more likely than not to be realized. Given the future limitations on and expiration of certain federal and state deferred tax assets, the recording of a valuation allowance resulted in a deferred tax liability of approximately $17.3 million remaining as of December 31, 2023, which is included in other long-term liabilities on the Company's consolidated balance sheet. The overall change in valuation allowance for December 31, 2023 and 2022 was an increase of $46.5 million and an increase of $157.1 million, respectively.
Activity associated with the Company's valuation allowance is as follows:
December 31,
(In thousands)202320222021
Balance as of January 1, $(419,356)$(262,238)$(293,397)
Valuation allowances established(44,759)(159,919)(206,574)
Changes to existing valuation allowances(1,242)2,780 (1,500)
Acquisition and purchase accounting(475)21 239,233 
Balance as of December 31,$(465,832)$(419,356)$(262,238)
During the year ended December 31, 2023, the Company recorded an increase to the valuation allowance of $44.8 million primarily related to losses from continuing operations.
During the year ended December 31, 2022, the Company recorded an increase to the valuation allowance of $159.9 million primarily related to losses from continuing operations.
During the year ended December 31, 2021, the Company recorded an increase to the valuation allowance of $206.6 million primarily related to losses from continuing operations. Offsetting the increase, the Company recorded a decrease to the valuation allowance of $239.2 million related to the Thrive Merger offset against goodwill.
The effective tax rate differs from the statutory tax rate due to the following:
December 31,
202320222021
U.S. Federal statutory rate21.0 %21.0 %21.0 %
State taxes3.9 3.9 3.6 
Federal and state tax rate changes1.1 (0.2)(0.3)
Foreign tax rate differential— (0.1)(0.6)
Acquired IPR&D asset expense— — (0.8)
Research and development tax credits7.6 2.3 0.7 
Stock-based compensation expense(4.4)(2.0)1.1 
Non-deductible executive compensation(3.5)(0.4)(0.2)
Transaction costs— — (0.1)
Loss on extinguishment - convertible debt(0.7)— — 
Other adjustments(2.5)1.2 1.2 
Valuation allowance(23.7)(24.4)3.7 
Effective tax rate(1.2)%1.3 %29.3 %
For the year ended December 31, 2023, the Company recognized a income tax expense, representing an effective tax rate of (1.2)%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of (1.2)% for the year ended December 31, 2023, was primarily attributable to the valuation allowance established against the Company's current period losses.
For the year ended December 31, 2022, the Company recognized an income tax benefit, representing an effective tax rate of 1.3%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of 1.3% for the year ended December 31, 2022, was primarily attributable to the valuation allowance established against the Company's current period losses.
For the year ended December 31, 2021, the Company recognized an income tax benefit, representing an effective tax rate of 29.3%. The difference between the expected statutory federal tax rate of 21.0% and the effective tax rate of 29.3% for the year ended December 31, 2021, was primarily attributable to an income tax benefit of $239.2 million recorded as a result of a change in the deferred tax asset valuation allowance resulting from the Thrive Merger.
The Company had unrecognized tax benefits related to federal and state research and development tax credits of $36.4 million, $28.3 million, and $21.8 million as of December 31, 2023, 2022, and 2021, 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.
The following is a tabular reconciliation of the amounts of unrecognized tax benefits:
December 31,
(In thousands)202320222021
January 1,$28,270 $21,780 $16,629 
Increase due to current year tax positions7,447 5,861 5,363 
Increase due to prior year tax positions1,108 629 — 
Decrease due to prior year tax positions(426)— (212)
Settlements— — — 
December 31,$36,399 $28,270 $21,780 
As of December 31, 2023, 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 2000 through 2023, and to state income tax examinations for the tax years 2000 through 2023. There were no interest or penalties related to income taxes that have been accrued or recognized as of and for the years ended December 31, 2023, 2022 and 2021.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Business
Business
Exact Sciences Corporation (together with its subsidiaries, “Exact” or the “Company”) was incorporated in February 1995. Exact is a leading, global advanced cancer diagnostics company. It has developed some of the most impactful tests in cancer screening and diagnostics, including Cologuard® and Oncotype DX®. Exact is currently working to develop additional tests, with the goal of bringing new, innovative cancer tests to patients throughout the world.
Basis of Presentation and Principles of Consolidation
Basis of Presentation and Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Exact Sciences Corporation and those of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.
Use of Estimates
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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, contingent consideration, and accounting for income taxes.
Cash and Cash Equivalents
Cash and Cash Equivalents
The Company considers cash on hand, demand deposits in a bank, money market funds, and all highly liquid investments with an original maturity of 90 days or less to be cash and cash equivalents.
Marketable Securities
Marketable Securities
Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities carried at amortized cost are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities not classified as held-to-maturity are classified as available-for-sale. Available-for-sale securities are carried at fair value. The unrealized gains and losses, net of tax, on the Company's debt securities are reported in other comprehensive income. Marketable equity securities are measured at fair value and the unrealized gains and losses, net of tax, are recognized in other income (expense) in the consolidated statements of operations. The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest rate method. Such amortization is included in investment income, net. Realized gains and losses and declines in value as a result of credit losses on available-for-sale securities are included in the consolidated statements of operations as investment income, net. The cost of securities sold is based on the specific identification method. Interest and dividends on securities classified as available-for-sale are included in the consolidated statements of operations as investment income, net.
The Company’s investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer. Investments in which the Company has the ability and intent, if necessary, to liquidate in order to support its current operations (including those with a contractual term greater than one year from the date of purchase) are classified as current.
The Company periodically evaluates its available-for-sale debt securities in unrealized loss positions to determine whether any impairment is a result of a credit loss or other factors. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, significance of a security’s loss position, adverse conditions specifically related to the security, and the payment structure of the security.
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts
The Company estimates an allowance for doubtful accounts against accounts receivable using historical collection trends, aging of accounts, current and future implications surrounding the ability to collect such as economic conditions, and regulatory changes. The allowance for doubtful accounts is evaluated on a regular basis and adjusted when trends, significant events, or other substantive evidence such as an adverse change in a payer's ability to pay indicate that expected collections will be less than previously estimated. At December 31, 2023 and 2022, the allowance for doubtful accounts recorded was not significant to the Company's consolidated balance sheets. For the years ended December 31, 2023, 2022 and 2021, there was an insignificant amount of bad debt expense written off against the allowance and charged to operating expense.
Inventory
Inventory
Inventory is stated at the lower of cost or net realizable value. The Company determines the cost of inventory using the first-in, first out method (“FIFO”). The Company estimates the recoverability of inventory by reference to internal estimates of future demands and product life cycles, including expiration. The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale, no longer meets quality specifications, or has a cost basis in excess of its estimated realizable value and records a charge to cost of sales for such inventory as appropriate.
Direct and indirect manufacturing costs incurred during process validation with probable future economic benefit are capitalized. Validation costs incurred for other research and development activities, which are not permitted to be sold, are expensed to research and development in the Company’s consolidated statements of operations.
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment are stated at cost and depreciated using the straight-line method over the assets’ estimated useful lives. Land is stated at cost and does not depreciate. Additions and improvements are capitalized, including direct and indirect costs incurred to validate equipment and bring to working conditions. Revalidation costs, including maintenance and repairs are expensed when incurred.
Software Development Costs
Software Development Costs
Costs related to internal use software, including hosted arrangements, are incurred in three stages: the preliminary project stage, the application development stage, and the post-implementation stage. Costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Costs incurred during the application development stage that meet the criteria for capitalization are capitalized and amortized, when the software is ready for its intended use, using the straight‑line method over the estimated useful life of the software, or the duration of the hosting agreement.
Investments in Privately Held Companies
Investments in Privately Held Companies
The Company determines whether its investments in privately held companies are debt or equity based on their characteristics. The Company also evaluates the investee to determine if the entity is a variable interest entity (“VIE”) and, if so, whether the Company is the primary beneficiary of the VIE, in order to determine whether consolidation of the VIE is required. If consolidation is not required and the Company does not have voting control of the entity, the investment is evaluated to determine if the equity method of accounting should be applied. The equity method applies to investments in common stock or in substance common stock where the Company exercises significant influence over the investee.
Investments in privately held companies determined to be equity securities without readily determinable fair values are accounted for under the measurement alternative method as permitted in Accounting Standards Codification (“ASC”) 321, Investments - Equity Securities. The Company adjusts the carrying value of its non-marketable equity securities for changes from observable transactions for identical or similar investments of the same issuer, less impairment. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in investment income, net in the consolidated statements of operations.
Investments in privately held companies determined to be debt securities are accounted for as available-for-sale or held-to-maturity securities unless the fair value option is elected.
Derivative Financial Instruments
Derivative Financial Instruments
The Company hedges a portion of its foreign currency exposures related to outstanding monetary assets and liabilities using foreign currency forward contracts. The foreign currency forward contracts are included in prepaid expenses and other current assets or in accrued liabilities in the consolidated balance sheets, depending on the contracts’ net position. These contracts are not designated as hedges, and as a result, changes in their fair value are recorded in other income (expense) in the consolidated statements of operations.
Business Combinations and Asset Acquisitions
Business Combinations and Asset Acquisitions
Business Combinations are accounted for under the acquisition method in accordance with ASC 805, Business Combinations. The acquisition method requires identifiable assets acquired and liabilities assumed and any non-controlling interest in the business acquired be recognized and measured at fair value on the acquisition date, which is the date that the acquirer obtains control of the acquired business. The amount by which the fair value of consideration transferred as the purchase price exceeds the net fair value of assets acquired and liabilities assumed is recorded as goodwill. Acquisitions that do not meet the definition of a business combination under ASC 805 are accounted for as asset acquisitions. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets acquired and liabilities assumed on a relative fair value basis. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired allocated to acquired assets on a relative fair value basis. Transaction costs are expensed in a business combination and are considered a component of the cost of the acquisition in an asset acquisition.
Intangible Assets
Intangible Assets
Purchased intangible assets are recorded at fair value. The Company uses a discounted cash flow model to value intangible assets. The discounted cash flow model requires assumptions about the timing and amount of future net cash flows, risk, the cost of capital, terminal values and market participants. The Company’s finite-lived intangible assets are being amortized on a straight-line basis over their estimated useful lives.
Patent costs are capitalized as incurred, only if the Company determines that there is some probable future economic benefit derived from the transaction. A capitalized patent is amortized over its estimated useful life, beginning when such patent is approved. Capitalized patent costs are expensed upon disapproval, upon a decision by the Company to no longer pursue the patent or when the related intellectual property is either sold or deemed to be no longer of value to the Company. The Company determined that all patent costs incurred during the years ended December 31, 2023, 2022 and 2021 should be expensed and not capitalized as the future economic benefit derived from the patent costs incurred cannot be determined.
Acquired In-process Research and Development (IPR&D)
Acquired In-process Research and Development (“IPR&D”)
Acquired IPR&D represents the fair value assigned to research and development assets that have not reached technological feasibility. The primary basis for determining technological feasibility of these projects is obtaining regulatory approval to market the underlying product. The amounts capitalized are accounted for as indefinite-lived intangible assets and are subject to impairment testing until completion or abandonment of the research and development efforts associated with the projects. Upon successful completion of the project, the capitalized amount is amortized over its estimated useful life. If a project is abandoned, all remaining capitalized amounts are written off immediately. The value assigned to acquired IPR&D is determined using the multi-period excess earnings method approach, which utilizes significant unobservable inputs (Level 3 inputs) including projected revenues, projected gross margin, projected operating expenses, discount rate, tax rate, obsolescence factor, and probability of commercial success. There are often major risks and uncertainties associated with IPR&D projects as the Company is required to obtain regulatory approvals in order to market the resulting products. Such approvals require completing clinical trials that demonstrate the product's effectiveness. Consequently, the eventual realized value of the IPR&D project may vary from its fair value at the date of acquisition, and IPR&D impairment charges may occur in future periods.
Capitalized IPR&D projects are tested for impairment annually in the fourth quarter, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, and upon successful completion of the project. The Company considers various factors for potential impairment, including the current legal and regulatory environment, current and future strategic initiatives and the competitive landscape. Adverse clinical trial results, significant delays in obtaining marketing approval, the inability to bring a product to market and the introduction or advancement of competitors' products could result in partial or full impairment of the related intangible assets.
Contingent Consideration
Contingent Consideration Liabilities
Certain of the Company’s business combinations involve potential payment of future consideration that is contingent upon the achievement of certain regulatory and product development milestones being achieved. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred, estimated as the probability-weighted future cash flows, discounted back to present value. The fair value of contingent consideration is measured using projected probabilities of success, projected payment dates, present value-factors, and projected revenues (for revenue-based considerations). Changes in probabilities of success, present-value factors, and projected payment dates may result in adjustments to the fair value measurements. Contingent consideration is remeasured each reporting period using Level 3 inputs, and the change in fair value, including accretion for the passage of time, is recognized as income or expense within general and administrative expenses on the Company’s consolidated statements of operations. Cash contingent consideration payments up to the acquisition date fair value of the contingent consideration liability are classified as financing activities in the consolidated statements of cash flows, and amounts paid in excess of the original acquisition date fair value are classified as operating activities in the consolidated statements of cash flows.
Contingent Consideration Asset
The sale of the Company’s intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”) resulted in the recognition of variable consideration in accordance with ASC 606. The Company estimates the amount of variable consideration that it is entitled to each quarter using the most likely amount method and considers whether there are any constraints on the consideration. If it is probable that a significant reversal of a gain would not occur, the Company will record a gain. To determine the classification of the consideration, the Company determines if the consideration is conditional on something other than the passage of time. Revenue-based contingent consideration that is conditional on something other than the passage of time, including future revenues from sales related to the GPS test, result in the variable consideration being classified as a contract asset. At the time the amount earned is determined, and passage of time is the only condition remaining, the contract asset is reclassified to a receivable.
Collateralized Debt Instruments
Collateralized Debt Instruments
Debt instruments that are collateralized by security interests in financial assets held by the Company are accounted for as a secured borrowing and therefore: (i) the asset balances pledged as collateral are included within the applicable balance sheet line item and the borrowings are included within long-term debt in the consolidated balance sheet; (ii) interest expense is included within the consolidated statements of operations; and (iii) in the case of collateralized accounts receivable, receipts from customers related to the underlying accounts receivable are reflected as operating cash flows, and (iv) borrowings and repayments under the collateralized loans are reflected as financing cash flows within the consolidated statements of cash flows.
Goodwill
Goodwill
The Company evaluates goodwill for possible impairment at the reporting unit level on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Qualitative factors considered in this assessment include industry and market conditions, overall financial performance, and other relevant events and factors affecting the Company's business. Based on the qualitative assessment, if it is determined that the fair value of goodwill is more likely than not to be less than its carrying amount, the fair value of a reporting unit will be calculated and compared with its carrying amount and an impairment charge will be recognized for the amount that the carrying value exceeds the fair value.
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets
The Company evaluates the fair value of long-lived assets, which include property, plant and equipment, leases, finite-lived intangible assets, and investments in privately held companies, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
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.
Accounting for Stock-Based Compensation
Accounting for Stock-Based Compensation
The Company requires all share-based payments to employees, including grants of employee stock options, restricted stock, restricted stock units, shares purchased under an employee stock purchase plan (if certain parameters are not met), and performance share units to be recognized in the financial statements based on their grant date fair values. The estimated fair value of these awards is recognized to expense using the straight-line method over the requisite service period, which is generally the vesting period. The Company will recognize expense on an accelerated basis for restricted stock units upon an employee's death, disability, or upon retirement eligibility, provided certain criteria are met. Forfeitures of any share-based awards are recognized as they occur.
The fair values and recognition of the Company’s share-based payment awards are determined as follows:
The fair value of each service-based option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions:
Expected Term—Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants.
Expected Volatility—Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards.
Risk-Free Interest Rate—The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term.
The fair value of service-based awards for each restricted stock unit award is determined on the date of grant using the closing stock price on that day.
The fair value of performance-based equity awards that do not include a market condition is determined on the date of grant using the closing stock price on that day. The fair value of performance-based equity awards that include a market condition is determined on the date of grant using a Monte Carlo valuation technique. The expense recognized each period is also dependent on the probability of what performance conditions will be met which is determined by management's evaluation of internal and external factors. Determining the appropriate amount to expense based on the anticipated achievement of the stated goals requires judgment, including forecasting future financial results. The estimate of the timing of the expense recognition is revised periodically based on the probability of achieving the goals and adjustments are made as appropriate. The cumulative impact of any revision is reflected in the period of the change. If the financial performance targets and operational milestones are not achieved, the award would not vest resulting in no stock-based compensation being recognized and any previously recognized stock-based compensation expense being reversed.
Research and Development Costs
Research and Development Costs
Research and development costs are expensed as incurred. These expenses include the costs of the Company's proprietary research and development efforts, as well as costs of IPR&D projects acquired as part of an asset acquisition that have no alternative future use. Acquired IPR&D assets that are acquired in an asset acquisition and which have no alternative future use are classified as an investing cash outflow in the consolidated statements of cash flows. Upfront and milestone payments due to third parties in connection with research and development collaborations prior to regulatory approval are expensed as incurred. Milestone payments due to third parties upon, or subsequent to, regulatory approval are capitalized and amortized into research and development costs over the shorter of the remaining license or product patent life, when there are no corresponding revenues related to the license or product. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received, rather than when the payment is made.
Advertising Costs
Advertising Costs
The Company expenses the costs of media advertising at the time the advertising takes place. The Company expensed approximately $137.9 million, $170.3 million, and $144.0 million of media advertising during the years ended December 31, 2023, 2022, and 2021, respectively, which is recorded in sales and marketing expenses on the Company’s consolidated statements of operations.
Fair Value Measurements
Fair Value Measurements
The Financial Accounting Standards Board (“FASB”) has issued authoritative guidance that requires fair value to be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under that standard, fair value measurements are separately disclosed by level within the fair value hierarchy. The fair value hierarchy establishes and prioritizes the inputs used to measure fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs. Observable inputs are inputs that reflect the assumptions that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
Leases
Leases
The Company acts as lessee in its lease agreements, which include operating leases for corporate offices, laboratory space, warehouse space, vehicles, and certain laboratory and office equipment, and finance leases for certain equipment and vehicles.
The Company determines whether an arrangement is, or contains, a lease at inception. The Company records the present value of lease payments as right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of lease liabilities as either current or non-current is based on the expected timing of payments due under the Company’s obligations.
As the implicit interest rate is not readily determinable in most of the Company’s leases, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. The Company calculates its incremental borrowing rates for specific lease terms, used to discount future lease payments, as a function of the United States (“U.S.”) Treasury rate and an indicative Moody's rating for operating leases or finance leases.
The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. “Reasonably certain” is assessed internally based on economic, industry, company, strategic and contractual factors. The leases have remaining lease terms of 1 year to 15 years, some of which include options to extend the lease for up to 10 years, and some of which include options to terminate the lease within 1 year. Operating lease expense and amortization of finance lease ROU assets are recognized on a straight-line basis over the lease term as an operating expense. Finance lease interest expense is recorded as interest expense on the Company’s consolidated statements of operations.
The Company accounts for leases acquired in business combinations by measuring the lease liability at the present value of the remaining lease payments as if the acquired lease were a new lease for the Company. This measurement includes recognition of a lease intangible for any below-market terms present in the leases acquired. The below-market lease intangible is included in the ROU asset on the consolidated balance sheets and are amortized over the remaining lease term. The Company has not acquired any leases with above-market terms.
The Company has taken advantage of certain practical expedients offered to registrants at adoption of ASC 842. The Company does not apply the recognition requirements of ASC 842 to short-term leases. Instead, those lease payments are recognized in profit or loss on a straight-line basis over the lease term. Further, as a practical expedient, all lease contracts are accounted for as one single lease component, as opposed to separating lease and non-lease components to allocate the consideration within a single lease contract.
Revenue Recognition
Revenue Recognition
Revenues are recognized when the satisfaction of the performance obligation occurs, in an amount that reflects the consideration the Company expects to collect in exchange for those services. The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard, Oncotype®, PreventionGenetics, LLC (“PreventionGenetics”), and COVID-19 tests. The services are considered completed when the performance obligation is fulfilled, which is upon release of an approved patient test result to the healthcare provider. The Company follows ASC 606, Revenue from Contracts with Customers, to account for its laboratory service revenues.
Laboratory testing services
The Company’s customer is primarily the patient, but the Company does not enter into a formal reimbursement contract with a patient. The Company establishes a contract with a patient in accordance with other customary business practices, which is the point in time an order is received from a provider and a patient specimen has been returned to the laboratory for testing. Payment terms are a function of a patient’s existing insurance benefits, including the impact of coverage decisions with Center for Medicare & Medicaid Services (“CMS”) and applicable reimbursement contracts established between the Company and payers. However, when a patient is considered self-pay, or in the context of certain lab service or reference agreements, the Company requires payment prior to the commencement of the Company's performance obligations.
The Company’s contracts have a single performance obligation, which is satisfied upon rendering of services, which culminates in the release of a patient’s test result to the ordering healthcare provider. Or, in the context of some of the Company’s agreements, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window. The Company elects the practical expedient to not disclose unsatisfied performance obligations, as the duration of time between providing testing supplies, the receipt of a sample, and the release of a test result to the ordering healthcare provider is far less than one year.
The Company’s transaction price is comprised of fixed and variable consideration and is allocated entirely to a single performance obligation defined as the point in time an approved patient test result is released to the ordering healthcare provider. Fixed consideration exists in arrangements where the Company has agreed to provide laboratory testing services to a customer for a specified rate and is expected to be collected in full at that rate. Variable consideration is primarily derived from payer and patient billing and can be impacted by several factors such as the amount of contractual adjustments, any patient co-payments, deductibles or patient adherence incentives, the existence of secondary payers, and claim denials. Estimates of variable consideration are calculated using the expected value method and is the sum of probability-weighted amounts in a range of possible consideration amounts. Several factors are evaluated during this process, such as historical collections experience, current contractual and statutory requirements, customer mix, patient insurance eligibility and payer reimbursement contracts, and known or anticipated reimbursement trends not yet reflected in the data. The Company limits the amount of variable consideration included in the transaction price to the unconstrained portion of such consideration. In other words, the Company recognizes revenue up to the amount of variable consideration that is not subject to a significant reversal until additional information is obtained or the uncertainty associated with the additional payments or refunds is subsequently resolved. Differences between original estimates and subsequent revisions, including final settlements, represent changes in the estimate of variable consideration and are included in the period in which such revisions are made.
The Company monitors its estimates of transaction price to depict conditions that exist at each reporting date. If the Company subsequently determines that it will collect more or less consideration than it originally estimated for a contract with a patient, it will account for the change as an increase or decrease in the estimate of the transaction price (i.e., an upward or downward revenue adjustment) in the period identified.
When the Company does not have significant historical experience or that experience has limited predictive value, the constraint over estimates of variable consideration may result in no revenue being recognized upon completion of the performance obligations associated with the Company's tests, with recognition, generally occurring at the date of cash receipt.
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and deferred revenue on the consolidated balance sheets. Generally, billing occurs after the release of an approved patient test result to the healthcare provider, resulting in an account receivable. However, the Company sometimes receives advance payment from a patient or a direct bill payer before services are performed, resulting in deferred revenue. The deferred revenue recorded is recognized as revenue at the point in time an approved patient test result is released to the patient's healthcare provider. In the context of some of the Company’s agreements, the satisfaction of the performance obligation occurs when a specimen sample is not returned to the laboratory for processing before the end of the allotted testing window.
Practical Expedients
The Company does not adjust the transaction price for the effects of a significant financing component, as at contract inception, the Company expects the collection cycle to be one year or less.
The Company expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses in the Company’s consolidated statements of operations.
The Company incurs certain other costs that are incurred regardless of whether a contract is obtained. Such costs are primarily related to legal services and patient communications (e.g. adherence reminder letters). These costs are expensed as incurred and recorded within general and administrative expenses in the Company’s consolidated statements of operations.
Foreign Currency Transactions
Foreign Currency Transactions
The functional currency for most of the Company’s international subsidiaries is the U.S. dollar. When the functional currency differs from the local currency, monetary assets and liabilities are remeasured at the current period-end exchange rate, while non-monetary assets and liabilities are remeasured at the historical rate. The gains and losses as a result of exchange rate adjustments of these subsidiaries are recognized in the consolidated statements of operations. Net foreign currency transaction gains or losses were not significant to the consolidated statements of operations for the periods presented.
For the Company’s international subsidiaries where the functional currency is other than the U.S. dollar, the financial statements are translated into the U.S. dollar, and the cumulative adjustments resulting from the translation into the U.S. dollar are included in the Company's consolidated balance sheet as a component of accumulated other comprehensive income (loss) (“AOCI”).
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that subject the Company to credit risk consist of cash, cash equivalents and marketable securities. As of December 31, 2023, the Company had cash and cash equivalents deposited in financial institutions in which the balances exceed the federal government agency insured limit of $250,000 by approximately $529.0 million. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk.
Through December 31, 2023, the Company’s revenues have been primarily derived from the sale of Cologuard, Oncotype, and COVID-19 tests. The following is a breakdown of revenue and accounts receivable from major payers:
% Revenue for the years ended December 31,% Accounts Receivable at December 31,
Major Payer202320222021202320222021
Centers for Medicare and Medicaid Services17%14%20%10%14%11%
UnitedHealthcare12%12%11%10%9%8%
State of Wisconsin—%3%8%—%5%9%
Tax Positions
Tax Positions
A valuation allowance to reduce the deferred tax assets is reported if, based on the weight of the evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has incurred significant losses since its inception and due to the uncertainty of the amount and timing of future taxable income, the Company has determined that a valuation allowance at December 31, 2023 and 2022 is necessary to reduce the tax assets to the amount that is more likely than not to be realized. Due to the existence of the valuation allowance, future changes in the Company's unrecognized tax benefits will not impact the Company's effective tax rate.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In July 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-03, Presentation of Financial Statement (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation - Stock Compensation (Topic 718). This update amends various Securities and Exchange Commission (“SEC”) paragraphs in the Accounting Standards Codification to reflect the issuance of SEC Staff Accounting Bulletin No. 120, among other things. The Company adopted this conforming guidance upon issuance during the third quarter of fiscal year 2023. There was no significant impact to the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.
Cost of Goods and Service
Cost of Sales
Cost of sales reflects the aggregate costs incurred in delivering the Company's products and services and includes material and service costs, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with laboratory testing services, shipping charges, and allocated overhead such as rent, information technology costs, equipment depreciation and utilities. Costs associated with the shipment of Cologuard test collection kits are recognized upon shipment, and costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.
Guarantees and Indemnifications
Guarantees and Indemnifications
The Company, as permitted under Delaware law and in accordance with its bylaws, indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, the Company has a directors and officers insurance policy that limits its exposure and may enable it to recover a portion of any future amounts paid. The Company believes the fair value of these indemnification agreements is minimal. Accordingly, the Company has not recorded any liabilities for these agreements as of December 31, 2023 and 2022.
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2023
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:
December 31,
(In thousands)202320222021
Shares issuable upon conversion of convertible notes23,231 20,309 20,309 
Shares issuable upon the release of restricted stock awards6,273 5,255 4,321 
Shares issuable upon the release of performance share units1,598 968 878 
Shares issuable upon exercise of stock options1,286 1,518 2,284 
Shares issuable in connection with acquisitions— — 45 
32,388 28,050 27,837 
v3.24.0.1
REVENUE (Tables)
 12 Months Ended
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation by revenue source The following table presents the Company’s revenues disaggregated by revenue source:
Year Ended December 31,
(In thousands)202320222021
Screening
Medicare Parts B & C$701,400 $545,458 $438,646 
Commercial992,244 743,238 569,944 
Other171,057 136,007 53,718 
Total Screening1,864,701 1,424,703 1,062,308 
Precision Oncology
Medicare Parts B & C$188,689 $197,327 $197,394 
Commercial181,318 177,518 180,177 
International153,277 117,738 109,913 
Other105,826 108,905 74,192 
Total Precision Oncology629,110 601,488 561,676 
COVID-19 Testing$5,955 $58,088 $143,103 
Total$2,499,766 $2,084,279 $1,767,087 
v3.24.0.1
MARKETABLE SECURITIES (Tables)
 12 Months Ended
Dec. 31, 2023
Cash and Cash Equivalents [Abstract]  
Schedule of cash and cash equivalents
The following table sets forth the Company’s cash, cash equivalents, and marketable securities at December 31, 2023 and 2022:
December 31,
(In thousands)20232022
Cash and cash equivalents
Cash and money market$530,100 $178,168 
Cash equivalents75,278 64,325 
Total cash and cash equivalents605,378 242,493 
Marketable securities
Available-for-sale debt securities$168,425 $384,415 
Equity securities3,841 5,149 
Total marketable securities172,266 389,564 
Total cash, cash equivalents, and marketable securities$777,644 $632,057 
Schedule of available-for-sale securities
Available-for-sale debt securities, including the classification within the consolidated balance sheet at December 31, 2023, consisted of the following:
(In thousands)Amortized Cost
Gains in AOCI (1)
Losses in AOCI (1)
Estimated Fair Value
Cash equivalents
Commercial paper$72,243 $— $— $72,243 
U.S. government agency securities3,035 — — 3,035 
Total cash equivalents75,278 — — 75,278 
Marketable securities
U.S. government agency securities$56,594 $166 $(44)$56,716 
Corporate bonds55,712 175 (59)55,828 
Asset backed securities35,081 65 (249)34,897 
Commercial paper
20,984 — — 20,984 
Total marketable securities168,371 406 (352)168,425 
Total available-for-sale debt securities$243,649 $406 $(352)$243,703 
_________________________________
(1)     There was no tax impact from the gains and losses in AOCI.
Available-for-sale debt securities, including the classification within the consolidated balance sheet at December 31, 2022, consisted of the following:
(In thousands)Amortized Cost
Gains in AOCI (1)
Losses in AOCI (1)
Estimated Fair Value
Cash equivalents
Commercial paper$63,021 $— $— $63,021 
U.S. government agency securities1,304 — — 1,304 
Total cash equivalents64,325 — — 64,325 
Marketable securities
U.S. government agency securities$228,012 $— $(2,789)$225,223 
Corporate bonds116,318 20 (1,667)114,671 
Asset backed securities45,374 2 (855)44,521 
Total marketable securities389,704 22 (5,311)384,415 
Total available-for-sale debt securities$454,029 $22 $(5,311)$448,740 
_________________________________
(1)     There was no tax impact from the gains and losses in AOCI.
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 December 31, 2023:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
Commercial paper$72,243 $72,243 $— $— 
U.S. government agency securities3,035 3,035 — — 
Total cash equivalents75,278 75,278 — — 
Marketable securities
Corporate bonds$33,518 $33,474 $22,194 $22,354 
U.S. government agency securities33,407 33,403 23,187 23,313 
Commercial paper
20,984 20,984 — — 
Asset backed securities— — 35,081 34,897 
Total marketable securities87,909 87,861 80,462 80,564 
Total available-for-sale securities$163,187 $163,139 $80,462 $80,564 
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 December 31, 2023, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one year
One year or greater
Total
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Marketable securities
Corporate bonds$25,895 $(41)$2,480 $(18)$28,375 $(59)
U.S. government agency securities15,756 (35)3,965 (9)19,721 (44)
Asset backed securities4,377 (5)10,935 (244)15,312 (249)
Total available-for-sale securities$46,028 $(81)$17,380 $(271)$63,408 $(352)
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of December 31, 2022, aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one year
One year or greater
Total
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Marketable securities
U.S. government agency securities$37,458 $(337)$187,766 $(2,452)$225,224 $(2,789)
Corporate bonds35,055 (575)73,702 (1,092)108,757 (1,667)
Asset backed securities27,984 (735)15,536 (120)43,520 (855)
Total available-for-sale securities$100,497 $(1,647)$277,004 $(3,664)$377,501 $(5,311)
v3.24.0.1
INVENTORY (Tables)
 12 Months Ended
Dec. 31, 2023
Inventory Disclosure [Abstract]  
Schedule of inventory
Inventory consisted of the following:
December 31,
(In thousands)20232022
Raw materials$58,593 $61,207 
Semi-finished and finished goods68,882 57,052 
Total inventory$127,475 $118,259 
v3.24.0.1
PROPERTY, PLANT, AND EQUIPMENT (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Schedule of property, plant and equipment, net
The carrying value and estimated useful lives of property, plant and equipment are as follows:
December 31,
(In thousands)Estimated Useful Life20232022
Property, plant and equipment
Landn/a$4,716 $4,716 
Leasehold and building improvements(1)214,562 200,588 
Land improvements15 years6,729 6,417 
Buildings
30 - 40 years
290,777 288,941 
Computer equipment and computer software3 years168,131 142,896 
Machinery and equipment
3 - 10 years
290,294 246,344 
Furniture and fixtures
3 - 10 years
35,756 34,047 
Assets under constructionn/a104,592 68,398 
Property, plant and equipment, at cost1,115,557 992,347 
Accumulated depreciation(417,203)(307,591)
Property, plant and equipment, net$698,354 $684,756 
_________________________________
(1)     Lesser of remaining lease term, building life, or estimated useful life.
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL (Tables)
 12 Months Ended
Dec. 31, 2023
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 December 31, 2023:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2023
Finite-lived intangible assets
Trade name11.6$104,000 $(27,903)$76,097 
Customer relationships7.04,000 (889)3,111 
Patents and licenses4.511,542 (9,600)1,942 
Acquired developed technology (1)7.3887,789 (328,543)559,246 
Total finite-lived intangible assets1,007,331 (366,935)640,396 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,331 $(366,935)$1,890,396 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2022:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated AmortizationNet Balance at December 31, 2022
Finite-lived intangible assets
Trade name12.5$104,000 $(20,653)$83,347 
Customer relationships8.04,000 (444)3,556 
Patents and licenses4.211,542 (8,152)3,390 
Acquired developed technology (1)
7.8861,474 (245,527)615,947 
Total finite-lived intangible assets981,016 (274,776)706,240 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,231,016 $(274,776)$1,956,240 
______________
(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset     acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”), whose functional currency is also its local currency. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.
Schedule of estimated future amortization expense, intangible assets
As of December 31, 2023, 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)
2024$92,908 
202591,860 
202690,800 
202790,800 
202890,800 
Thereafter183,228 
Total$640,396 
Schedule of carrying amount of goodwill
The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is as follows:
(In thousands)
Balance, January 1, 2022
$2,335,172 
OmicEra acquisition
10,809 
PreventionGenetics acquisition adjustment(58)
Effects of changes in foreign currency exchange rates (1)117 
Balance, December 31, 2022
2,346,040 
Resolution Bioscience acquisition (2)
20,692 
Effects of changes in foreign currency exchange rates (1)
388 
Balance December 31, 2023
$2,367,120 
_________________________________
(1)    Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra. Goodwill balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income.
(2)    Refer to Note 18 for further discussion on the Company’s acquisition of Resolution Bioscience, Inc. (“Resolution Bioscience”).
v3.24.0.1
FAIR VALUE MEASUREMENTS (Tables)
 12 Months Ended
Dec. 31, 2023
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 December 31, 2023 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, 2023Quoted 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$530,100 $530,100 $— $— 
Commercial paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 34,897 — 
Commercial paper
20,984 — 20,984 — 
Equity securities
3,841 3,841 — — 
Non-marketable securities$7,650 $— $— $7,650 
Liabilities
Contingent consideration$(288,657)$— $— $(288,657)
Total$500,934 $538,238 $243,703 $(281,007)
The following table presents the Company’s fair value measurements as of December 31, 2022 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, 2022Quoted 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$178,168 $178,168 $— $— 
Commercial paper63,021 — 63,021 — 
U.S. government agency securities1,304 — 1,304 — 
Restricted cash (1)
297 297 — — 
Marketable securities
U.S. government agency securities$225,223 $— $225,223 $— 
Corporate bonds114,671 — 114,671 — 
Asset backed securities44,521 — 44,521 — 
Equity securities (2)
5,149 5,149 — — 
Non-marketable securities$10,065 $— $— $10,065 
Liabilities
Contingent consideration$(306,927)$— $— $(306,927)
Total$335,492 $183,614 $448,740 $(296,862)
_________________________________
(1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company's credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.
(2)Inclusive of the American Depository Shares of MDxHealth received as part of the sale of the Company’s GPS test, which are restricted to a holding period of six months after the date of the sale of August 2, 2022. The shares had a fair value of $4.6 million as of December 31, 2022.
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
Balance, January 1, 2022 (1)
$359,021 
Purchase price contingent consideration (2)
4,600 
Changes in fair value(56,617)
Payments(77)
Balance, December 31, 2022
306,927 
Changes in fair value
(18,044)
Payments(226)
Balance, December 31, 2023
$288,657 
_________________________________
(1)    The change in fair value of the contingent consideration liability during the year ended December 31, 2021 was not significant.
(2)    The increase in contingent consideration liability is due to the contingent consideration associated with the acquisition of OmicEra. Refer to Note 18 for further information.
Other Investments Not Readily Marketable
Non-Marketable Equity Investments
Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following aggregate carrying amounts and downward and upward adjustments as of and for the years ended December 31, 2023 and 2022:
Year ended December 31,
(In thousands)
20232022
Upward adjustments (1)
$4,314 $779 
Downward adjustments and impairments (2)
(4,250)(10,821)
Aggregate carrying value
45,968 39,842 
_________________________________
(1)    Cumulative upward adjustments on non-marketable equity securities held as of December 31, 2023 was $5.1 million. The upward adjustments recorded were due to increases in the valuation of the underlying investee as determined by the value of the follow-on rounds of investment by other third-party investors. There were no upward adjustments recorded during the year ended December 31, 2021.
(2)    Cumulative downward adjustments and impairments on non-marketable equity securities held as of December 31, 2023 was $15.1 million. The adjustments recorded were due to adverse changes in the market and the investees’ ability to continue as a going concern. There were no downward adjustments recorded during the year ended December 31, 2021.
Securities Owned Not Readily Marketable
The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands)Non-Marketable Securities
Beginning balance, January 1, 2022
$3,090 
Purchase of non-marketable securities
10,000 
Change in fair value
1,038 
Conversion of non-marketable securities
(4,063)
Balance, December 31, 2022
10,065 
Purchases of non-marketable securities6,957 
Changes in fair value1,127 
Settlement of non-marketable securities
(10,499)
Ending balance, December 31, 2023
$7,650 
v3.24.0.1
ACCRUED LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2023
Payables and Accruals [Abstract]  
Schedule of accrued expenses
Accrued liabilities at December 31, 2023 and 2022 consisted of the following:
December 31,
(In thousands)20232022
Compensation$247,619 $201,252 
Professional fees45,405 43,715 
Other17,274 22,329 
Research and trial related expenses14,219 17,455 
Assets under construction11,210 10,462 
Licenses5,956 4,003 
Total $341,683 $299,216 
v3.24.0.1
CONVERTIBLE NOTES (Tables)
 12 Months Ended
Dec. 31, 2023
CONVERTIBLE DEBT  
Schedule of debt, net of discounts and deferred financing costs
Convertible note obligations included in the consolidated balance sheet consisted of the following as of December 31, 2023:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,349)$568,644 $684,475 2
2028 Convertible Notes - 0.375%
949,042 (10,499)938,543 887,354 2
2027 Convertible Notes - 0.375%
563,822 (5,429)558,393 549,839 2
2025 Convertible Notes - 1.000%
249,172 (476)248,696 293,300 2
Convertible note obligations included in the consolidated balance sheet consisted of the following as of December 31, 2022:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2028 Convertible Notes - 0.375%
$1,150,000 $(15,775)$1,134,225 $908,500 2
2027 Convertible Notes - 0.375%
747,500 (9,445)738,055 612,950 2
2025 Convertible Notes - 1.000%
315,005 (1,179)313,826 326,808 2
____________________________
(1)     The fair values are based on observable market prices for this debt, which is traded in less 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)
2030 Convertible Notes
$4,938 
2028 Convertible Notes
24,453 
2027 Convertible Notes
14,285 
2025 Convertible Notes
17,646 
Schedule of Interest Expense
Interest expense on the Notes includes the following:
Year Ended December 31,
(In thousands)202320222021
Debt issuance costs amortization$5,350 $5,727 $5,727 
Debt discount amortization106 147 147 
Gain on settlement of convertible notes(10,324)— — 
Coupon interest expense18,072 10,266 10,266 
Total interest expense on convertible notes$13,204 $16,140 $16,140 
The following table summarizes the effective interest rates of the Notes:
Year Ended December 31,
202320222021
2030 Convertible Notes
2.09 %— %— %
2028 Convertible Notes
0.63 %0.64 %0.64 %
2027 Convertible Notes
0.67 %0.68 %0.68 %
2025 Convertible Notes1.17 %1.18 %1.18 %
v3.24.0.1
STOCKHOLDERS' EQUITY (Tables)
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Schedule of business acquisitions, by acquisition Stock issuances in relation to acquisitions during the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands, except for per share data)
Period of AcquisitionShares IssuedFair Value of Shares Issued
OmicEraMay 2022265,186$14,792 
PreventionGeneticsDecember 20211,070,41084,252 
AshionApril 2021125,44416,224 
ThriveJanuary 20219,323,2661,191,420 
TARDIS license
January 2021191,33527,263 
The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following:
(In thousands)
Cash$52,527 
Fair value of replaced equity awards1,675 
Total purchase price$54,202 
The acquisition date fair value of the consideration transferred for OmicEra was approximately $19.4 million, which consisted of the following:
(In thousands)
Common stock issued$14,792 
Contingent consideration4,600 
Cash paid related to working capital adjustment16 
Total purchase price$19,408 
The acquisition date fair value of the consideration transferred for PreventionGenetics was approximately $185.4 million, which consisted of the following:
(In thousands)
Cash$101,129
Common stock issued84,252
Total purchase price$185,381
The acquisition 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 acquisition 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 amounts recognized in accumulated other comprehensive income (loss) (AOCI)
The amount recognized in AOCI for the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands)Cumulative Translation Adjustment
Unrealized Gain (Loss) on Securities (1)
AOCI
Balance at January 1, 2021
$— $526 $526 
Other comprehensive income (loss) before reclassifications
23 (1,648)(1,625)
Amounts reclassified from accumulated other comprehensive income (loss)
— (514)(514)
Net current period change in accumulated other comprehensive loss23 (2,162)(2,139)
Income tax benefit related to items of other comprehensive loss
— 170 170 
Balance at December 31, 2021$23 $(1,466)$(1,443)
Other comprehensive income (loss) before reclassifications30 (4,049)(4,019)
Amounts reclassified from accumulated other comprehensive income (loss)
— 226 226 
Net current period change in accumulated other comprehensive loss30 (3,823)(3,793)
Balance at December 31, 2022$53 $(5,289)$(5,236)
Other comprehensive income (loss) before reclassifications1,321 1,416 2,737 
Amounts reclassified from accumulated other comprehensive income (loss)
— 3,927 3,927 
Net current period change in accumulated other comprehensive income (loss)
1,321 5,343 6,664 
Balance at December 31, 2023$1,374 $54 $1,428 
_________________________________
(1)There was no tax impact from the amounts recognized in AOCI for the years ended December 31, 2023 and 2022.
Schedule of amounts reclassified from accumulated other comprehensive income (loss)
Amounts reclassified from AOCI for the years ended December 31, 2023, 2022 and 2021 were as follows:
Year Ended December 31,
Details about AOCI Components (In thousands)Affected Line Item in the
Statements of Operations		202320222021
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments
Investment income (loss)
$3,927 $226 $(514)
Total reclassifications$3,927 $226 $(514)
v3.24.0.1
STOCK-BASED COMPENSATION (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of non-cash stock-based compensation expense by department
A summary of non-cash stock-based compensation expense by expense category included in the Company's consolidated statements of operations for the years ended December 31, 2023, 2022, and 2021 is as follows:
Year Ended December 31,
(In thousands)
202320222021
Cost of sales
$20,761 $19,218 $16,835 
Research and development
41,242 33,825 49,723 
Sales and marketing
65,552 62,568 55,716 
General and administrative
103,757 91,212 216,952 
Total stock-based compensation$231,312 $206,823 $339,226 
Schedule of valuation assumptions
The fair value of ESPP shares is based on the assumptions in the following table:
Year Ended December 31,
202320222021
Risk-free interest rates
4.68% - 4.71%
1.49% - 4.71%
0.04% - 0.16%
Expected term (in years)
1.25
0.5 - 2
0.5 - 2
Expected volatility
63.13% - 67.30%
50.94% - 63.13%
43.00% - 68.51%
Dividend yield0%0%0%
Summary of stock option activity under the Stock Plans
A summary of stock option activity under the Stock Plans is as follows:
OptionsShares
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (Years)
Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 2023
1,517,876 $44.82 4.7
Exercised(194,629)16.44 
Forfeited(37,074)95.02 
Outstanding, December 31, 2023
1,286,173 $47.67 3.8$42,878 
Vested and expected to vest, December 31, 2023
1,286,173 $47.67 3.8$42,878 
Exercisable, December 31, 2023
1,228,594 $45.32 3.7$42,878 
_________________________________
(1)     The total intrinsic value of options exercised during the years ended December 31, 2023, 2022, and 2021 was $11.7 million, $36.4 million, and $155.8 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 is as follows:
Restricted SharesWeighted Average Grant Date Fair Value (1)
Outstanding, January 1, 2023
5,254,709 $85.87 
Granted3,510,373 62.36 
Released (2)(1,797,915)88.28 
Forfeited(694,404)73.54 
Outstanding, December 31, 2023
6,272,763 $73.39 
_________________________________
(1)     The weighted average grant date fair value of the restricted stock units granted during the years ended December 31, 2022 and 2021 was $68.18 and $129.16, respectively.
(2)     The fair value of restricted stock units vested and converted to shares of the Company's common stock was $158.2 million, $117.6 million, and $219.4 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Share-based Payment Arrangement, Performance Shares, Activity
A summary of performance share unit activity is as follows:
Performance Share Units (1)Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 2023967,846 $102.58 
Granted782,966 80.50 
Released (3)(12,284)78.32 
Forfeited(140,727)93.73 
Outstanding, December 31, 20231,597,801 $92.73 
_________________________________
(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 December 31, 2023 was 772,906.
(2)     The weighted average grant date fair value of the performance share units granted during the years ended December 31, 2022 and 2021 was $89.43 and $138.09, respectively.
(3)     The fair value of performance share units vested and converted to shares of the Company's common stock was $1.0 million and $27.2 million for the years ended December 31, 2023 and 2022, respectively. There were no performance share units vested and converted to shares of the Company's common stock during the year ended December 31, 2021.
Schedule of shares of common stock issued
A summary of ESPP activity is as follows:
Year Ended December 31,
(in thousands, except share and per share amounts)202320222021
Shares issued under the 2010 Purchase Plan924,448 668,605331,769
Cash received under the 2010 Purchase Plan$28,344 $25,491 $23,070 
Weighted average fair value per share of stock purchase rights granted during the period$16.32 $17.52 $34.93 
Schedule of Common Stock Issued
The 924,448 shares issued during the year ended December 31, 2023 were as follows:
Offering period ended
Number of Shares
Weighted Average price per Share
April 30, 2023544,453 $30.02 
October 31, 2023379,995 $31.57 
Summary of shares of authorized common stock reserved for issuance
The Company has reserved shares of its authorized common stock for issuance pursuant to its employee stock purchase and equity plans, including all outstanding stock option grants noted above at December 31, 2023, as follows:
Shares reserved for issuance
2019 Stock Plan16,046,161 
2010 Purchase Plan
1,834,193 
17,880,354 
v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Tables)
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Components of lease expense
The components of lease expense were as follows:
Year Ended December 31,
(In thousands)202320222021
Finance lease cost
Amortization of right-of-use assets$3,845 $4,612 $5,731 
Interest on lease liabilities800 808 1,018 
Operating lease cost36,576 36,291 31,730 
Short-term lease cost750 476 628 
Variable lease cost8,449 7,985 5,212 
Total lease Cost$50,420 $50,172 $44,319 
Supplemental disclosure of cash flow information related to the Company's cash and non-cash activities with its leases are as follows:
Year Ended December 31,
(In thousands)202320222021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$39,301$33,448$27,461
Operating cash flows from finance leases783699938
Finance cash flows from finance leases3,5694,3455,290
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)4,98624,57274,369
Right-of-use assets obtained in exchange for new finance lease liabilities5,44311,2765,460
Weighted-average remaining lease term - operating leases (in years)6.877.438.33
Weighted-average remaining lease term - finance leases (in years)2.803.272.95
Weighted-average discount rate - operating leases6.59 %6.37 %6.11 %
Weighted-average discount rate - finance leases7.43 %6.60 %5.36 %
_________________________________
(1)    This includes an insignificant amount of right-of-use assets acquired as part of the business combinations described in Note 18 for the years ended December 31, 2023 and 2022, and $39.6 million for the year ended December 31, 2021.
Operating lease maturity
Maturities of operating lease liabilities on an annual basis as of December 31, 2023 were as follows:
(In thousands)
2024$39,476 
202536,660 
202634,851 
202734,226 
202827,901 
Thereafter66,634 
Total minimum lease payments239,748 
Imputed interest(49,299)
Total$190,449 
Finance lease maturity
Maturities of finance lease liabilities on an annual basis as of December 31, 2023 were as follows (amounts in thousands):
(In thousands)
2024$5,044
20254,552
20262,797
2027827
2028—
Thereafter—
Total minimum lease payments13,220
Imputed interest(1,279)
Total$11,941
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS (Tables)
 12 Months Ended
Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of business acquisitions, by acquisition Stock issuances in relation to acquisitions during the years ended December 31, 2023, 2022 and 2021 were as follows:
(In thousands, except for per share data)
Period of AcquisitionShares IssuedFair Value of Shares Issued
OmicEraMay 2022265,186$14,792 
PreventionGeneticsDecember 20211,070,41084,252 
AshionApril 2021125,44416,224 
ThriveJanuary 20219,323,2661,191,420 
TARDIS license
January 2021191,33527,263 
The acquisition date fair value of the consideration transferred for Resolution Bioscience was approximately $54.2 million, which consisted of the following:
(In thousands)
Cash$52,527 
Fair value of replaced equity awards1,675 
Total purchase price$54,202 
The acquisition date fair value of the consideration transferred for OmicEra was approximately $19.4 million, which consisted of the following:
(In thousands)
Common stock issued$14,792 
Contingent consideration4,600 
Cash paid related to working capital adjustment16 
Total purchase price$19,408 
The acquisition date fair value of the consideration transferred for PreventionGenetics was approximately $185.4 million, which consisted of the following:
(In thousands)
Cash$101,129
Common stock issued84,252
Total purchase price$185,381
The acquisition 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 acquisition 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 allocated to the underlying assets acquired and liabilities assumed
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands)
Net operating assets$14,663 
Developed technology26,000 
Total identifiable assets acquired40,663 
Net operating liabilities(7,152)
Net identifiable assets acquired33,511 
Goodwill20,691 
Net assets acquired$54,202 
The purchase price was allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values including insignificant measurement period adjustments as follows:
(In thousands)
Net operating assets$2,586 
Developed technology10,000 
Total identifiable assets acquired12,586 
Net operating liabilities(3,987)
Net identifiable assets acquired8,599 
Goodwill10,809 
Net assets acquired$19,408 
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
0%
Weighted average fair value per share of options assumed
$109.74 - $124.89
Business combination, pro forma information
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and Resolution Bioscience, as though the companies were combined as of the beginning of January 1, 2022.
Twelve Months Ended December 31,
(In thousands)20232022
Total revenues$2,507,111 $2,097,680 
Net loss before tax(237,854)(675,091)
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.
Year Ended December 31,
(In thousands)20212020
Total revenues$2,084,279 $1,767,087 
Net loss before tax(761,337)(1,014,352)
Schedule of Noncash or Part Noncash Divestitures
The closing date fair value of the consideration received for the asset was approximately $29.6 million, which consisted of the following:
(In thousands)
Cash$25,000 
MDxHealth American Depository Shares 4,631 
Contingent consideration— 
Total consideration$29,631 
v3.24.0.1
SEGMENT INFORMATION (Tables)
 12 Months Ended
Dec. 31, 2023
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.
Year Ended December 31,
(In thousands)202320222021
United States$2,346,489 $1,966,541 $1,657,174 
Outside of United States153,277 117,738 109,913 
Total revenues$2,499,766 $2,084,279 $1,767,087 
v3.24.0.1
INCOME TAXES (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of income before income tax, domestic and foreign
Loss before provision for taxes consisted of the following:
Year Ended December 31,
(In thousands)202320222021
Loss before income taxes:
Domestic$(204,128)$(617,240)$(801,536)
Foreign2,382 (15,330)(40,970)
Total loss before income taxes$(201,746)$(632,570)$(842,506)
Schedule of expense (benefit) for income taxes
The expense (benefit) for income taxes consists of:
Year Ended December 31,
(In thousands)202320222021
Current expense (benefit):
Federal$— $— $— 
State2,266 2,170 1,388 
Foreign2,561 1,131 4,898 
Deferred tax expense (benefit):
Federal2,395 (3,292)(222,693)
State(1,829)(8,926)(30,528)
Foreign(2,990)(147)54 
Total income tax expense (benefit)$2,403 $(9,064)$(246,881)
Schedule of components of the net deferred tax asset
The components of the net deferred tax asset with the approximate income tax effect of each type of carryforward, credit and temporary differences are as follows:
December 31,
(In thousands)20232022
Deferred tax assets:
Operating loss carryforwards$477,420 $553,320 
Tax credit carryforwards104,580 87,579 
Compensation related differences85,007 67,976 
Lease liabilities47,118 51,560 
Capitalized research and development191,468 108,117 
Other temporary differences10,275 19,353 
Tax assets before valuation allowance915,868 887,905 
Less - Valuation allowance(465,832)(419,356)
Total deferred tax assets450,036 468,549 
Deferred tax liabilities
Amortization$(415,064)$(435,991)
Property, plant and equipment(9,465)(4,653)
Lease assets(35,786)(40,674)
Other temporary differences(7,010)(6,944)
Total deferred tax liabilities(467,325)(488,262)
Net deferred tax liabilities$(17,289)$(19,713)
Summary of valuation allowance
Activity associated with the Company's valuation allowance is as follows:
December 31,
(In thousands)202320222021
Balance as of January 1, $(419,356)$(262,238)$(293,397)
Valuation allowances established(44,759)(159,919)(206,574)
Changes to existing valuation allowances(1,242)2,780 (1,500)
Acquisition and purchase accounting(475)21 239,233 
Balance as of December 31,$(465,832)$(419,356)$(262,238)
Schedule of differences between the effective income tax rate and the statutory tax rate
The effective tax rate differs from the statutory tax rate due to the following:
December 31,
202320222021
U.S. Federal statutory rate21.0 %21.0 %21.0 %
State taxes3.9 3.9 3.6 
Federal and state tax rate changes1.1 (0.2)(0.3)
Foreign tax rate differential— (0.1)(0.6)
Acquired IPR&D asset expense— — (0.8)
Research and development tax credits7.6 2.3 0.7 
Stock-based compensation expense(4.4)(2.0)1.1 
Non-deductible executive compensation(3.5)(0.4)(0.2)
Transaction costs— — (0.1)
Loss on extinguishment - convertible debt(0.7)— — 
Other adjustments(2.5)1.2 1.2 
Valuation allowance(23.7)(24.4)3.7 
Effective tax rate(1.2)%1.3 %29.3 %
Schedule of unrecognized tax benefits
The following is a tabular reconciliation of the amounts of unrecognized tax benefits:
December 31,
(In thousands)202320222021
January 1,$28,270 $21,780 $16,629 
Increase due to current year tax positions7,447 5,861 5,363 
Increase due to prior year tax positions1,108 629 — 
Decrease due to prior year tax positions(426)— (212)
Settlements— — — 
December 31,$36,399 $28,270 $21,780 
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 32,388 28,050 27,837
Shares issuable in connection with acquisitions      
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 0 0 45
Shares issuable upon exercise of stock options      
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 1,286 1,518 2,284
Shares issuable upon the release of restricted stock awards      
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 6,273 5,255 4,321
Shares issuable upon the release of performance share units      
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 1,598 968 878
Shares issuable upon conversion of convertible notes      
Common shares not included in the computation of diluted net loss per share      
Antidilutive shares (in shares) 23,231 20,309 20,309
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and Development Costs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Research and development $ 425,882 $ 393,418 $ 385,646
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Advertising expense $ 137.9 $ 170.3 $ 144.0
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details)
 12 Months Ended
Dec. 31, 2023
Lessee, Lease, Description [Line Items]  
Operating lease, term extension 10 years
Operating lease, termination period 1 year
Minimum  
Lessee, Lease, Description [Line Items]  
Operating lease, remaining lease term 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Operating lease, remaining lease term 15 years
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration of Credit Risk (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Concentration of Credit Risk      
Cash and cash equivalents, federal government agency insured limit $ 529.0    
Revenue | Customer Concentration Risk | Centers for Medicare and Medicaid Services      
Concentration of Credit Risk      
Concentration risk (as a percent) 17.00% 14.00% 20.00%
Revenue | Customer Concentration Risk | UnitedHealthcare      
Concentration of Credit Risk      
Concentration risk (as a percent) 12.00% 12.00% 11.00%
Revenue | Customer Concentration Risk | State of Wisconsin      
Concentration of Credit Risk      
Concentration risk (as a percent) 0.00% 3.00% 8.00%
Accounts Receivable | Customer Concentration Risk | Centers for Medicare and Medicaid Services      
Concentration of Credit Risk      
Concentration risk (as a percent) 10.00% 14.00% 11.00%
Accounts Receivable | Customer Concentration Risk | UnitedHealthcare      
Concentration of Credit Risk      
Concentration risk (as a percent) 10.00% 9.00% 8.00%
Accounts Receivable | Customer Concentration Risk | State of Wisconsin      
Concentration of Credit Risk      
Concentration risk (as a percent) 0.00% 5.00% 9.00%
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Tax Positions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Deferred tax asset valuation allowance $ 465,832 $ 419,356  
Increase (decrease) in valuation allowance 46,500 157,100  
Income tax benefit (expense) $ (2,403) $ 9,064 $ 246,881
v3.24.0.1
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Revenue recognized $ 2,499,766 $ 2,084,279 $ 1,767,087
Screening      
Disaggregation of Revenue [Line Items]      
Revenue recognized 1,864,701 1,424,703 1,062,308
Screening | Medicare Parts B & C      
Disaggregation of Revenue [Line Items]      
Revenue recognized 701,400 545,458 438,646
Screening | Commercial      
Disaggregation of Revenue [Line Items]      
Revenue recognized 992,244 743,238 569,944
Screening | Other      
Disaggregation of Revenue [Line Items]      
Revenue recognized 171,057 136,007 53,718
Precision Oncology      
Disaggregation of Revenue [Line Items]      
Revenue recognized 629,110 601,488 561,676
Precision Oncology | Medicare Parts B & C      
Disaggregation of Revenue [Line Items]      
Revenue recognized 188,689 197,327 197,394
Precision Oncology | Commercial      
Disaggregation of Revenue [Line Items]      
Revenue recognized 181,318 177,518 180,177
Precision Oncology | Other      
Disaggregation of Revenue [Line Items]      
Revenue recognized 105,826 108,905 74,192
Precision Oncology | International      
Disaggregation of Revenue [Line Items]      
Revenue recognized 153,277 117,738 109,913
COVID-19 Testing      
Disaggregation of Revenue [Line Items]      
Revenue recognized $ 5,955 $ 58,088 $ 143,103
v3.24.0.1
REVENUE - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Variable consideration      
Disaggregation of Revenue [Line Items]      
Revenue recognized from changes in transaction price $ 25.2 $ 20.3 $ 11.8
v3.24.0.1
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Marketable Securities [Line Items]    
Total cash and cash equivalents $ 605,378 $ 242,493
Available-for-sale debt securities 243,703 448,740
Equity securities 3,841 5,149
Total marketable securities 172,266 389,564
Total cash, cash equivalents, and marketable securities 777,644 632,057
Cash equivalents    
Marketable Securities [Line Items]    
Total cash and cash equivalents 75,278 64,325
Available-for-sale debt securities 75,278 64,325
Marketable securities    
Marketable Securities [Line Items]    
Available-for-sale debt securities 168,425 384,415
Cash and money market    
Marketable Securities [Line Items]    
Total cash and cash equivalents $ 530,100 $ 178,168
v3.24.0.1
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Available-for-sale securities    
Amortized Cost $ 243,649 $ 454,029
Gains in Accumulated Other Comprehensive Income (Loss) 406 22
Losses in Accumulated Other Comprehensive Income (Loss) (352) (5,311)
Estimated Fair Value 243,703 448,740
Cash equivalents    
Available-for-sale securities    
Amortized Cost 75,278 64,325
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 75,278 64,325
Marketable securities    
Available-for-sale securities    
Amortized Cost 168,371 389,704
Gains in Accumulated Other Comprehensive Income (Loss) 406 22
Losses in Accumulated Other Comprehensive Income (Loss) (352) (5,311)
Estimated Fair Value 168,425 384,415
U.S. government agency securities | Cash equivalents    
Available-for-sale securities    
Amortized Cost 3,035 1,304
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 3,035 1,304
U.S. government agency securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 56,594 228,012
Gains in Accumulated Other Comprehensive Income (Loss) 166 0
Losses in Accumulated Other Comprehensive Income (Loss) (44) (2,789)
Estimated Fair Value 56,716 225,223
Commercial paper | Cash equivalents    
Available-for-sale securities    
Amortized Cost 72,243 63,021
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 72,243 63,021
Commercial paper | Marketable securities    
Available-for-sale securities    
Amortized Cost 20,984  
Gains in Accumulated Other Comprehensive Income (Loss) 0  
Losses in Accumulated Other Comprehensive Income (Loss) 0  
Estimated Fair Value 20,984  
Corporate bonds | Marketable securities    
Available-for-sale securities    
Amortized Cost 55,712 116,318
Gains in Accumulated Other Comprehensive Income (Loss) 175 20
Losses in Accumulated Other Comprehensive Income (Loss) (59) (1,667)
Estimated Fair Value 55,828 114,671
Asset backed securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 35,081 45,374
Gains in Accumulated Other Comprehensive Income (Loss) 65 2
Losses in Accumulated Other Comprehensive Income (Loss) (249) (855)
Estimated Fair Value $ 34,897 $ 44,521
v3.24.0.1
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Available-for-sale securities  
Due in one year or less, Cost $ 163,187
Due in one year or less, Fair Value 163,139
Due after one year through four years, Cost 80,462
Due after one year through four years, Fair Value 80,564
Cash equivalents  
Available-for-sale securities  
Due in one year or less, Cost 75,278
Due in one year or less, Fair Value 75,278
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value 0
Cash equivalents | Commercial paper  
Available-for-sale securities  
Due in one year or less, Cost 72,243
Due in one year or less, Fair Value 72,243
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value 0
Cash equivalents | U.S. government agency securities  
Available-for-sale securities  
Due in one year or less, Cost 3,035
Due in one year or less, Fair Value 3,035
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value 0
Marketable securities  
Available-for-sale securities  
Due in one year or less, Cost 87,909
Due in one year or less, Fair Value 87,861
Due after one year through four years, Cost 80,462
Due after one year through four years, Fair Value 80,564
Marketable securities | Commercial paper  
Available-for-sale securities  
Due in one year or less, Cost 20,984
Due in one year or less, Fair Value 20,984
Due after one year through four years, Cost 0
Due after one year through four years, Fair Value 0
Marketable securities | U.S. government agency securities  
Available-for-sale securities  
Due in one year or less, Cost 33,407
Due in one year or less, Fair Value 33,403
Due after one year through four years, Cost 23,187
Due after one year through four years, Fair Value 23,313
Marketable securities | Corporate bonds  
Available-for-sale securities  
Due in one year or less, Cost 33,518
Due in one year or less, Fair Value 33,474
Due after one year through four years, Cost 22,194
Due after one year through four years, Fair Value 22,354
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 35,081
Due after one year through four years, Fair Value $ 34,897
v3.24.0.1
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses And Fair Value of Available For Sale Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Marketable Securities [Line Items]    
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months $ 46,028 $ 100,497
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (81) (1,647)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater 17,380 277,004
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater, accumulated loss (271) (3,664)
Total fair value of available-for-sale securities in a continuous unrealized loss position 63,408 377,501
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (352) (5,311)
Marketable securities | Corporate bonds    
Marketable Securities [Line Items]    
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 25,895 35,055
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (41) (575)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater 2,480 73,702
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater, accumulated loss (18) (1,092)
Total fair value of available-for-sale securities in a continuous unrealized loss position 28,375 108,757
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (59) (1,667)
Marketable securities | U.S. government agency securities    
Marketable Securities [Line Items]    
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 15,756 37,458
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (35) (337)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater 3,965 187,766
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater, accumulated loss (9) (2,452)
Total fair value of available-for-sale securities in a continuous unrealized loss position 19,721 225,224
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (44) (2,789)
Marketable securities | Asset backed securities    
Marketable Securities [Line Items]    
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 4,377 27,984
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (5) (735)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater 10,935 15,536
Debt securities, available-for-sale, continuous unrealized loss position, 12 months or greater, accumulated loss (244) (120)
Total fair value of available-for-sale securities in a continuous unrealized loss position 15,312 43,520
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position $ (249) $ (855)
v3.24.0.1
INVENTORY (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 58,593 $ 61,207
Semi-finished and finished goods 68,882 57,052
Inventory $ 127,475 $ 118,259
v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, plant and equipment    
Property, plant and equipment, at cost $ 1,115,557 $ 992,347
Accumulated depreciation (417,203) (307,591)
Property, plant and equipment, net 698,354 684,756
Land    
Property, plant and equipment    
Property, plant and equipment, at cost 4,716 4,716
Leasehold and building improvements    
Property, plant and equipment    
Property, plant and equipment, at cost $ 214,562 200,588
Land improvements    
Property, plant and equipment    
Estimated Useful Life 15 years  
Property, plant and equipment, at cost $ 6,729 6,417
Buildings    
Property, plant and equipment    
Property, plant and equipment, at cost $ 290,777 288,941
Buildings | Minimum    
Property, plant and equipment    
Estimated Useful Life 30 years  
Buildings | Maximum    
Property, plant and equipment    
Estimated Useful Life 40 years  
Computer equipment and computer software    
Property, plant and equipment    
Estimated Useful Life 3 years  
Property, plant and equipment, at cost $ 168,131 142,896
Machinery and equipment    
Property, plant and equipment    
Property, plant and equipment, at cost $ 290,294 246,344
Machinery and equipment | Minimum    
Property, plant and equipment    
Estimated Useful Life 3 years  
Machinery and equipment | Maximum    
Property, plant and equipment    
Estimated Useful Life 10 years  
Furniture and fixtures    
Property, plant and equipment    
Property, plant and equipment, at cost $ 35,756 34,047
Furniture and fixtures | Minimum    
Property, plant and equipment    
Estimated Useful Life 3 years  
Furniture and fixtures | Maximum    
Property, plant and equipment    
Estimated Useful Life 10 years  
Assets under construction    
Property, plant and equipment    
Property, plant and equipment, at cost $ 104,592 $ 68,398
v3.24.0.1
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property, plant and equipment    
Property, plant and equipment, gross $ 1,115,557 $ 992,347
Assets under construction    
Property, plant and equipment    
Property, plant and equipment, gross 104,592 68,398
Assets under construction 104,600  
Buildings under construction    
Property, plant and equipment    
Assets under construction 6,600  
Leasehold improvements    
Property, plant and equipment    
Assets under construction 15,700  
Machinery and equipment    
Property, plant and equipment    
Property, plant and equipment, gross 290,294 $ 246,344
Assets under construction 53,200  
Software projects    
Property, plant and equipment    
Assets under construction $ 29,100  
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,007,331 $ 981,016
Accumulated Amortization (366,935) (274,776)
Finite-lived intangible assets, net 640,396 706,240
In-process research and development 1,250,000 1,250,000
Finite-lived and indefinite-lived intangible assets, gross 2,257,331 2,231,016
Finite-lived and indefinite-lived intangible assets, net $ 1,890,396 $ 1,956,240
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Life (Years) 11 years 7 months 6 days 12 years 6 months
Cost $ 104,000 $ 104,000
Accumulated Amortization (27,903) (20,653)
Finite-lived intangible assets, net $ 76,097 $ 83,347
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Life (Years) 7 years 8 years
Cost $ 4,000 $ 4,000
Accumulated Amortization (889) (444)
Finite-lived intangible assets, net $ 3,111 $ 3,556
Patents and licenses    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Life (Years) 4 years 6 months 4 years 2 months 12 days
Cost $ 11,542 $ 11,542
Accumulated Amortization (9,600) (8,152)
Finite-lived intangible assets, net $ 1,942 $ 3,390
Developed Technology Rights [Member]    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Life (Years) 7 years 3 months 18 days 7 years 9 months 18 days
Cost $ 887,789 $ 861,474
Accumulated Amortization (328,543) (245,527)
Finite-lived intangible assets, net $ 559,246 $ 615,947
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 92,908  
2025 91,860  
2026 90,800  
2027 90,800  
2028 90,800  
Thereafter 183,228  
Finite-lived intangible assets, net $ 640,396 $ 706,240
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
 3 Months Ended 12 Months Ended
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Aug. 02, 2022
Jan. 05, 2021
Finite-Lived Intangible Assets [Line Items]                
Cost       $ 1,007,331,000 $ 981,016,000      
Finite-lived intangible assets, accumulated amortization       366,935,000 274,776,000      
Finite-lived Intangible assets, net       640,396,000 706,240,000      
Goodwill, impairment loss       0 0 $ 0    
Thrive                
Finite-Lived Intangible Assets [Line Items]                
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets               $ 1,250,000,000
Oncotype DX Genomic Prostate Score Test | Disposal Group, Disposed of by Sale, Not Discontinued Operations                
Finite-Lived Intangible Assets [Line Items]                
Cost             $ 59,000,000  
Finite-lived intangible assets, accumulated amortization             16,100,000  
Finite-lived Intangible assets, net             $ 42,900,000  
In-process research and development                
Finite-Lived Intangible Assets [Line Items]                
Impairment of long-lived assets     $ 20,200,000          
Service Agreements [Member]                
Finite-Lived Intangible Assets [Line Items]                
Impairment of long-lived assets $ 2,000,000              
Developed Technology Rights [Member]                
Finite-Lived Intangible Assets [Line Items]                
Cost       887,789,000 861,474,000      
Finite-lived intangible assets, accumulated amortization       328,543,000 245,527,000      
Finite-lived Intangible assets, net       $ 559,246,000 $ 615,947,000      
Impairment of long-lived assets   $ 6,600,000            
v3.24.0.1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Sep. 12, 2023
May 02, 2022
Carrying amount of goodwill        
Beginning of the period $ 2,346,040 $ 2,335,172    
Goodwill, Foreign Currency Translation Gain (Loss) 388 117    
Ending of the period 2,367,120 2,346,040    
Goodwill 2,367,120 2,346,040    
PreventionGenetics        
Carrying amount of goodwill        
Genomic Health acquisition adjustment   58    
OmicEra        
Carrying amount of goodwill        
Acquisition   $ (10,809)    
Goodwill       $ 10,809
Resolution Bioscience        
Carrying amount of goodwill        
Acquisition $ (20,692)      
Goodwill     $ 20,691  
v3.24.0.1
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Fair value measurements      
Total cash and cash equivalents $ 605,378 $ 242,493  
Equity securities 3,841 5,149  
Non-marketable securities 7,650 10,065 $ 3,090
Purchases of non-marketable securities 6,957 10,000  
Changes in fair value 1,127 1,038  
Settlements (10,499)    
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount 4,314 779  
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount (4,250) (10,821)  
Other Investment Not Readily Marketable, Fair Value 45,968 39,842  
Fair Value, Recurring      
Fair value measurements      
Equity securities 3,841 5,149  
Non-marketable securities 7,650 10,065  
Contingent consideration (288,657) (306,927)  
Total 500,934 335,492  
Fair Value, Recurring | MDxHealth      
Fair value measurements      
Equity securities   4,600  
Fair Value, Recurring | Corporate bonds      
Fair value measurements      
Estimated Fair Value 55,828 114,671  
Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Estimated Fair Value 56,716 225,223  
Fair Value, Recurring | Asset backed securities      
Fair value measurements      
Estimated Fair Value 34,897 44,521  
Fair Value, Recurring | Commercial paper      
Fair value measurements      
Estimated Fair Value 20,984    
Fair Value, Recurring | Cash and money market      
Fair value measurements      
Total cash and cash equivalents 530,100 178,168  
Fair Value, Recurring | Commercial paper      
Fair value measurements      
Total cash and cash equivalents 72,243 63,021  
Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Total cash and cash equivalents 3,035 1,304  
Fair Value, Recurring | Restricted cash (1)      
Fair value measurements      
Total cash and cash equivalents 4,297 297  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring      
Fair value measurements      
Equity securities 3,841 5,149  
Non-marketable securities 0 0  
Contingent consideration 0 0  
Total 538,238 183,614  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Corporate bonds      
Fair value measurements      
Estimated Fair Value 0 0  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Estimated Fair Value 0 0  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Asset backed securities      
Fair value measurements      
Estimated Fair Value 0 0  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Estimated Fair Value 0    
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Cash and money market      
Fair value measurements      
Total cash and cash equivalents 530,100 178,168  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Total cash and cash equivalents 0 0  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Total cash and cash equivalents 0 0  
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Restricted cash (1)      
Fair value measurements      
Total cash and cash equivalents 4,297 297  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring      
Fair value measurements      
Equity securities 0 0  
Non-marketable securities 0 0  
Contingent consideration 0 0  
Total 243,703 448,740  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Corporate bonds      
Fair value measurements      
Estimated Fair Value 55,828 114,671  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Estimated Fair Value 56,716 225,223  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Asset backed securities      
Fair value measurements      
Estimated Fair Value 34,897 44,521  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Estimated Fair Value 20,984    
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Cash and money market      
Fair value measurements      
Total cash and cash equivalents 0 0  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Total cash and cash equivalents 72,243 63,021  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Total cash and cash equivalents 3,035 1,304  
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Restricted cash (1)      
Fair value measurements      
Total cash and cash equivalents 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring      
Fair value measurements      
Equity securities 0 0  
Non-marketable securities 7,650 10,065  
Contingent consideration (288,657) (306,927)  
Total (281,007) (296,862)  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Corporate bonds      
Fair value measurements      
Estimated Fair Value 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Estimated Fair Value 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Asset backed securities      
Fair value measurements      
Estimated Fair Value 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Estimated Fair Value 0    
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Cash and money market      
Fair value measurements      
Total cash and cash equivalents 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper      
Fair value measurements      
Total cash and cash equivalents 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities      
Fair value measurements      
Total cash and cash equivalents 0 0  
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Restricted cash (1)      
Fair value measurements      
Total cash and cash equivalents $ 0 $ 0  
v3.24.0.1
FAIR VALUE MEASUREMENTS - Narrative (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration, liability $ 288,657,000 $ 306,927,000 $ 359,021,000
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount 5,100,000    
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Cumulative Amount 15,100,000    
Gain on Sale of Investments 5,400,000   $ 30,500,000
Loss on Sale of Investments   10,000,000  
Venture Capital Investment Fund      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Investment owned, fair value 5,200,000 $ 3,900,000  
Committed capital 17,500,000    
Committed capital callable $ 12,100,000    
Weighted Average | Product Development and Other Milestone-based Payments | Measurement Input, Probability of Success      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration liability, measurement input 0.89 0.91  
Weighted Average | Product Development and Other Milestone-based Payments | Measurement Input, Present-value Factor      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration liability, measurement input 0.058 0.062  
Foreign Exchange Forward      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Derivative, notional amount $ 39,500,000 $ 22,300,000  
Derivative, fair value 0 0  
Thrive, Ashion and OmicEra | Fair Value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration, liability $ 288,700,000 $ 306,800,000  
v3.24.0.1
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Fair Value Disclosures [Abstract]      
Beginning balance $ 306,927 $ 359,021  
Changes in fair value 18,044 56,617  
Business acquisition contingent consideration liability 0 4,600 $ 350,348
Ending balance 288,657 306,927 $ 359,021
Payments $ 226 $ 77  
v3.24.0.1
FAIR VALUE MEASUREMENTS - Non-marketable Securities (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
Fair Value Disclosures [Abstract]  
Conversions $ (4,063)
v3.24.0.1
ACCRUED LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Payables and Accruals [Abstract]    
Compensation $ 247,619 $ 201,252
Professional fees 45,405 43,715
Other 17,274 22,329
Assets under construction 11,210 10,462
Research and trial related expenses 14,219 17,455
Licenses 5,956 4,003
Accrued liabilities $ 341,683 $ 299,216
v3.24.0.1
LONG-TERM DEBT - Narrative (Details) - USD ($)
 1 Months Ended 12 Months Ended
Nov. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Jun. 29, 2022
Dec. 31, 2019
Long-term debt            
Financing Receivable, Amount Elected to Collateralize   $ 50,000,000        
Construction Loans            
Long-term debt            
Face amount           $ 25,600,000
Construction Loans | 1-month LIBOR            
Long-term debt            
Variable rate     2.25%      
Line of Credit | City Letter of Credit | Revolver            
Long-term debt            
Proceeds from lines of credit   1,500,000   $ 2,900,000    
Line of Credit | Revolving Credit Facility | Revolver            
Long-term debt            
Borrowing capacity $ 150,000,000          
Debt instrument, covenant, collateral minimum market value 150,000,000          
Debt instrument, covenant, maximum outstanding cash advances threshold $ 20,000,000          
Remaining borrowing capacity   145,600,000 $ 147,100,000      
Line of Credit | Revolving Credit Facility | Daily Bloomberg Short-Term Bank Yield Index Rate | Revolver            
Long-term debt            
Variable rate 0.60%          
Securitized Receivables            
Long-term debt            
Borrowing capacity         $ 150,000,000  
Long-term Debt, Excluding Current Maturities   50,000,000 $ 50,000,000      
Line of Credit Facility, Current Borrowing Capacity   $ 108,500,000        
Line of Credit Facility, Interest Rate at Period End   6.89%        
Securitized Receivables | Minimum            
Long-term debt            
Long-term Debt, Excluding Current Maturities         $ 50,000,000  
v3.24.0.1
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Feb. 29, 2020
Mar. 31, 2019
Jun. 30, 2018
Jan. 31, 2018
Convertible Notes Payable2030            
Long-term debt            
Interest rate (as a percent) 2.00%          
Principal Amount $ 572,993          
Unamortized Debt Discount and Issuance Costs (4,349)          
Net Carrying Amount 568,644          
Convertible Notes Payable2030 | Significant Other Observable Inputs (Level 2) | Fair Value            
Long-term debt            
Amount $ 684,475          
2028 Convertible notes            
Long-term debt            
Interest rate (as a percent) 0.375% 0.375% 0.375%      
Principal Amount $ 949,042 $ 1,150,000        
Unamortized Debt Discount and Issuance Costs (10,499) (15,775)        
Net Carrying Amount 938,543 1,134,225        
2028 Convertible notes | Significant Other Observable Inputs (Level 2) | Fair Value            
Long-term debt            
Amount $ 887,354 $ 908,500        
2027 Convertible notes            
Long-term debt            
Interest rate (as a percent) 0.375% 0.375%   0.375%    
Principal Amount $ 563,822 $ 747,500        
Unamortized Debt Discount and Issuance Costs (5,429) (9,445)        
Net Carrying Amount 558,393 738,055        
2027 Convertible notes | Significant Other Observable Inputs (Level 2) | Fair Value            
Long-term debt            
Amount $ 549,839 $ 612,950        
2025 Convertible notes            
Long-term debt            
Interest rate (as a percent) 1.00% 1.00%     1.00% 1.00%
Principal Amount $ 249,172 $ 315,005        
Unamortized Debt Discount and Issuance Costs (476) (1,179)        
Net Carrying Amount 248,696 313,826        
2025 Convertible notes | Significant Other Observable Inputs (Level 2) | Fair Value            
Long-term debt            
Amount $ 293,300 $ 326,808        
v3.24.0.1
CONVERTIBLE NOTES - Issuances and Settlements (Details) - USD ($)
shares in Millions
 1 Months Ended 12 Months Ended
Mar. 31, 2023
Feb. 29, 2020
Mar. 31, 2019
Jun. 30, 2018
Jan. 31, 2018
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Mar. 06, 2023
Mar. 01, 2023
Debt Instrument [Line Items]                    
Net proceeds from issuance           $ 137,976,000 $ 0 $ 0    
Loss on extinguishment of debt $ 17,700,000 $ 50,800,000       $ (10,324,000) $ 0 $ 0    
2025 Convertible notes                    
Debt Instrument [Line Items]                    
Stock issued in conversion of convertible notes (in shares)     2.2              
Value of stock after conversion of convertible notes     $ 182,400,000              
Repayments of convertible debt in cash and by issuance of shares     676,500,000              
Repayments of debt     493,400,000              
Accrued interest on notes     700,000              
Loss on extinguishment of debt 7,400,000   187,700,000              
2025 Convertible notes                    
Debt Instrument [Line Items]                    
Face amount       $ 218,500,000 $ 690,000,000          
Interest rate (as a percent)       1.00% 1.00% 1.00% 1.00%      
Net proceeds from issuance       $ 225,300,000 $ 671,100,000          
Repayments of convertible debt   150,100,000                
Accrued interest on notes   100,000                
Amount settled 65,800,000 100,000,000                
Debt Conversion, Converted Instrument, Potential Shares Issued           3.3        
2027 Convertible notes                    
Debt Instrument [Line Items]                    
Face amount     $ 747,500,000              
Interest rate (as a percent)     0.375%     0.375% 0.375%      
Net proceeds from issuance     $ 729,500,000              
Amount settled 183,700,000                  
Debt Conversion, Converted Instrument, Potential Shares Issued           5.0        
2027 Convertible notes | 2025 Convertible notes                    
Debt Instrument [Line Items]                    
Repayments of convertible debt     $ 494,100,000              
2028 Convertible notes                    
Debt Instrument [Line Items]                    
Face amount   $ 1,150,000,000                
Interest rate (as a percent)   0.375%       0.375% 0.375%      
Net proceeds from issuance   $ 1,130,000,000                
Amount settled 201,000,000                  
Debt Conversion, Converted Instrument, Potential Shares Issued           7.8        
Convertible Notes Payable2030                    
Debt Instrument [Line Items]                    
Face amount                   $ 500,000,000
Interest rate (as a percent)           2.00%        
Net proceeds from issuance 138,000,000                  
Proceeds from Debt, Net of Issuance Costs $ 133,000,000                  
Debt Conversion, Converted Instrument, Potential Shares Issued           7.1        
Convertible Notes Payable2030 | 2025 Convertible notes                    
Debt Instrument [Line Items]                    
Face amount                 $ 73,000,000  
v3.24.0.1
CONVERTIBLE NOTES - Summary of Conversion Features (Details)
shares in Millions
 12 Months Ended
Dec. 31, 2023
$ / shares
shares
Debt Instrument [Line Items]  
Repurchase price, as percentage of principal amount, if company undergoes change of control 100
Shares issued, price per share (in usd per share) $ 73.98
2025 Convertible notes  
Debt Instrument [Line Items]  
Conversion rate, number of shares to be issued per $1,000 of principal amount 13.26
Conversion price per share of common stock (in usd per share) $ 75.43
Debt Conversion, Converted Instrument, Potential Shares Issued | shares 3.3
2027 Convertible notes  
Debt Instrument [Line Items]  
Conversion rate, number of shares to be issued per $1,000 of principal amount 8.96
Conversion price per share of common stock (in usd per share) $ 111.66
Debt Conversion, Converted Instrument, Potential Shares Issued | shares 5.0
2028 Convertible notes  
Debt Instrument [Line Items]  
Conversion rate, number of shares to be issued per $1,000 of principal amount 8.21
Conversion price per share of common stock (in usd per share) $ 121.84
Debt Conversion, Converted Instrument, Potential Shares Issued | shares 7.8
Convertible Notes Payable2030  
Debt Instrument [Line Items]  
Conversion rate, number of shares to be issued per $1,000 of principal amount 12.37
Conversion price per share of common stock (in usd per share) $ 80.83
Debt Conversion, Converted Instrument, Potential Shares Issued | shares 7.1
v3.24.0.1
CONVERTIBLE NOTES - Ranking of Convertible Notes (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
2027 Convertible notes  
Debt Instrument [Line Items]  
Total transaction costs $ 14,285
2028 Convertible notes  
Debt Instrument [Line Items]  
Total transaction costs 24,453
Convertible Notes Payable2030  
Debt Instrument [Line Items]  
Total transaction costs 4,938
2025 Convertible notes  
Debt Instrument [Line Items]  
Total transaction costs $ 17,646
v3.24.0.1
CONVERTIBLE NOTES - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Mar. 31, 2023
Feb. 29, 2020
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]          
Debt issuance costs amortization     $ 5,350 $ 5,727 $ 5,727
Debt discount amortization     106 147 147
Gain on settlement of convertible notes $ 17,700 $ 50,800 (10,324) 0 0
Coupon interest expense     18,072 10,266 10,266
Total interest expense on convertible notes     $ 13,204 $ 16,140 $ 16,140
2025 Convertible notes          
Debt Instrument [Line Items]          
Effective interest rate     1.17% 1.18% 1.18%
Convertible debt, remaining discount amortization period     1 year 14 days    
2027 Convertible notes          
Debt Instrument [Line Items]          
Effective interest rate     0.67% 0.68% 0.68%
Convertible debt, remaining discount amortization period     3 years 2 months 15 days    
2028 Convertible notes          
Debt Instrument [Line Items]          
Effective interest rate     0.63% 0.64% 0.64%
Convertible debt, remaining discount amortization period     4 years 2 months 1 day    
Convertible Notes Payable2030          
Debt Instrument [Line Items]          
Effective interest rate     2.09% 0.00% 0.00%
Convertible debt, remaining discount amortization period     6 years 2 months 1 day    
v3.24.0.1
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Oct. 31, 2017
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]        
Research and development $ 425,882 $ 393,418 $ 385,646  
Licensing Agreements | Mayo        
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]        
Time period after the last licensed patent expires that the license agreement will remain in effect 5 years      
Licensing Agreements | Mayo | Sales Milestone Range Three        
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]        
Amount agreed to be paid upon reaching the specified amount of net sales       $ 3,000
v3.24.0.1
LICENSE AND COLLABORATION AGREEMENTS - Johns Hopkins University (Details)
$ in Millions
Jan. 05, 2021
USD ($)
Thrive | Licensing Agreements  
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Payments contingent on milestones $ 45.0
v3.24.0.1
LICENSE AND COLLABORATION AGREEMENTS - The Broad Institute (Details) - The Broad Institute, LLC - Licensing Agreements
$ in Thousands
Jun. 30, 2023
USD ($)
Sales Milestone Range One  
Investments, All Other Investments [Abstract]  
Net sales of a licensed product $ 500,000
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Net sales of a licensed product 500,000
Product Development and Other Milestone-based Payments  
Investments, All Other Investments [Abstract]  
Collaborative Arrangements Development Milestone Amount 6,500
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Collaborative Arrangements Development Milestone Amount $ 6,500
v3.24.0.1
LICENSE AND COLLABORATION AGREEMENTS - Watchmaker Genomics (Details) - Watchmaker Genomics, Inc - Licensing Agreements
$ in Millions
Jul. 31, 2023
USD ($)
Investments, All Other Investments [Abstract]  
Collaboration Arrangement, Milestones To Be Received $ 82.0
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]  
Collaboration Arrangement, Milestones To Be Received $ 82.0
v3.24.0.1
PFIZER PROMOTION AGREEMENT (Details) - Manufactured Product, Other - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Nov. 30, 2021
Pfizer Inc      
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]      
Contract termination fee     $ 35.9
Pfizer Inc      
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]      
Service fee based on incremental gross profits over specified baselines and royalties $ 7.5 $ 81.3  
Charges for promotion, sales and marketing $ 85.8 $ 121.0  
v3.24.0.1
STOCKHOLDERS' EQUITY - Stock Issued by Acquisition (Details) - USD ($)
 1 Months Ended
Apr. 14, 2021
Jan. 11, 2021
Jan. 05, 2021
May 31, 2022
Dec. 31, 2021
Apr. 30, 2021
Jan. 31, 2021
May 01, 2022
PreventionGenetics                
Changes in Accumulated Other Comprehensive Income (Loss)                
Equity issued to acquire business (in shares)         1,070,410      
Fair value of stock issued in acquisition         $ 84,252,000      
Ashion Analytics                
Changes in Accumulated Other Comprehensive Income (Loss)                
Equity issued to acquire business (in shares) 125,444         125,444    
Fair value of stock issued in acquisition           $ 16,224,000    
Thrive                
Changes in Accumulated Other Comprehensive Income (Loss)                
Equity issued to acquire business (in shares)     9,323,266       9,323,266  
Fair value of stock issued in acquisition     $ 1,190,000,000       $ 1,191,420,000  
TARDIS Technology                
Changes in Accumulated Other Comprehensive Income (Loss)                
Equity issued to acquire business (in shares)   191,335            
Fair value of stock issued in acquisition   $ 27,263,000            
OmicEra                
Changes in Accumulated Other Comprehensive Income (Loss)                
Equity issued to acquire business (in shares)       265,186        
Fair value of stock issued in acquisition               $ 14,792,000
v3.24.0.1
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance $ 3,043,162 $ 3,387,636 $ 2,235,553
Other comprehensive income (loss) before reclassifications 2,737 (4,019) (1,625)
Amounts reclassified from accumulated other comprehensive income (loss) 3,927 226 (514)
Net current period change in accumulated other comprehensive income (loss) 6,664 (3,793) (2,139)
Income tax benefit related to items of other comprehensive loss     170
Ending balance 3,145,305 3,043,162 3,387,636
AOCI      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (5,236) (1,443) 526
Ending balance 1,428 (5,236) (1,443)
Cumulative Translation Adjustment      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance 53 23 0
Other comprehensive income (loss) before reclassifications 1,321 30 23
Amounts reclassified from accumulated other comprehensive income (loss) 0 0 0
Net current period change in accumulated other comprehensive income (loss) 1,321 30 23
Income tax benefit related to items of other comprehensive loss     0
Ending balance 1,374 53 23
Unrealized Gain (Loss) on Securities (1)      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (5,289) (1,466) 526
Other comprehensive income (loss) before reclassifications 1,416 (4,049) (1,648)
Amounts reclassified from accumulated other comprehensive income (loss) 3,927 226 (514)
Net current period change in accumulated other comprehensive income (loss) 5,343 (3,823) (2,162)
Income tax benefit related to items of other comprehensive loss     170
Ending balance $ 54 $ (5,289) $ (1,466)
v3.24.0.1
STOCKHOLDERS' EQUITY - Schedule of amounts reclassified from AOCI (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Changes in Accumulated Other Comprehensive Income (Loss)      
General and administrative $ (893,204) $ (737,304) $ (801,262)
Total reclassifications 3,927 226 (514)
Reclassification Out Of Accumulated Other Comprehensive Income | Unrealized Gain (Loss) on Securities (1)      
Changes in Accumulated Other Comprehensive Income (Loss)      
Investment income, net $ 3,927 $ 226 $ (514)
v3.24.0.1
STOCK-BASED COMPENSATION - Stock-Based Compensation Plans (Details)
 12 Months Ended
Dec. 31, 2023
shares
Jun. 08, 2023
shares
Jun. 09, 2022
shares
Jul. 28, 2016
shares
Jul. 24, 2014
shares
Dec. 31, 2023
USD ($)
item
shares
Dec. 31, 2022
shares
Stock-based compensation              
Period by which all options to purchase common stock will accelerate upon an acquisition of the company           1 year  
Shares outstanding (in shares) 1,286,173         1,286,173 1,517,876
Shares available for future grant (in shares) 17,880,354         17,880,354  
Omnibus Long Term Incentive Plan 2019              
Stock-based compensation              
Further grants or awards after termination of plan (in shares)           0  
Shares available for future grant (in shares) 16,046,161         16,046,161  
Increase in number of shares reserved for issuance (in shares)   4,340,000 14,000,000        
Omnibus Long Term Incentive Plan 2019 | Minimum              
Stock-based compensation              
Vesting period           3 years  
Omnibus Long Term Incentive Plan 2019 | Maximum              
Stock-based compensation              
Vesting period           4 years  
Omnibus Long Term Incentive Plan 2019 | Stock Options              
Stock-based compensation              
Expiration period from the date of grant           10 years  
Shares outstanding (in shares) 404,833         404,833  
Omnibus Long Term Incentive Plan 2019 | Restricted Stock              
Stock-based compensation              
Shares outstanding (in shares) 7,867,224         7,867,224  
Omnibus Long Term Incentive Plan 2010              
Stock-based compensation              
Further grants or awards after termination of plan (in shares)           0  
Shares available for future grant (in shares) 0         0  
Omnibus Long Term Incentive Plan 2010 | Minimum              
Stock-based compensation              
Vesting period           3 years  
Omnibus Long Term Incentive Plan 2010 | Maximum              
Stock-based compensation              
Vesting period           4 years  
Omnibus Long Term Incentive Plan 2010 | Stock Options              
Stock-based compensation              
Expiration period from the date of grant           10 years  
Shares outstanding (in shares) 881,340         881,340  
Omnibus Long Term Incentive Plan 2010 | Restricted Stock              
Stock-based compensation              
Shares outstanding (in shares) 3,340         3,340  
Employee Stock Purchase Plan 2010              
Stock-based compensation              
Shares available for future grant (in shares) 1,834,193         1,834,193  
Increase in number of shares reserved for issuance (in shares)     3,000,000 2,000,000 500,000    
Option exercise price, expressed as a percentage of fair market value           85.00%  
Maximum value of shares that an employee is permitted to purchase | $           $ 25,000  
Number of shares (in shares) 3,965,807         924,448  
Employee Stock Purchase Plan 2010 | Minimum              
Stock-based compensation              
Number of hours per week of customary employment required to participate in the plan | item           20  
Number of months of customary employment required to participate in the plan           5 months  
Percentage of employee's compensation to be deducted from the employee's pay           1.00%  
Employee Stock Purchase Plan 2010 | Maximum              
Stock-based compensation              
Percentage of employee's compensation to be deducted from the employee's pay           15.00%  
v3.24.0.1
STOCK-BASED COMPENSATION - Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Stock-based compensation expense      
Stock-based compensation expense $ 231,312 $ 206,823 $ 339,226
Cost of sales      
Stock-based compensation expense      
Stock-based compensation expense 20,761 19,218 16,835
Research and development      
Stock-based compensation expense      
Stock-based compensation expense 41,242 33,825 49,723
General and administrative      
Stock-based compensation expense      
Stock-based compensation expense 103,757 91,212 216,952
Sales and marketing      
Stock-based compensation expense      
Stock-based compensation expense $ 65,552 $ 62,568 $ 55,716
v3.24.0.1
STOCK-BASED COMPENSATION - Stock-Based Compensation Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jan. 05, 2021
Mar. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Stock-based compensation          
Unrecognized compensation cost     $ 354,800    
Weighted average period for recognition of unrecognized compensation cost     2 years 5 months 1 day    
Stock-based compensation     $ 231,312 $ 206,823 $ 253,063
Thrive          
Stock-based compensation          
Stock-based compensation         19,000
Non-cash stock-based compensation expense $ 65,000        
Thrive | General and administrative          
Stock-based compensation          
Non-cash stock-based compensation expense   $ 86,200     $ 86,200
Stock Options | Thrive          
Stock-based compensation          
Accelerated vesting (in shares)         139,096
Restricted Shares and RSUs | Thrive          
Stock-based compensation          
Accelerated vesting (in shares)         58,171
v3.24.0.1
STOCK-BASED COMPENSATION - Schedule of Fair Value of Options and ESPP (Details) - Employee Stock
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Valuation assumptions      
Risk-free interest rates, minimum 4.68% 1.49% 0.04%
Risk-free interest rates, maximum 4.71% 4.71% 0.16%
Expected volatility, minimum (as a percent) 63.13% 50.94% 43.00%
Expected volatility, maximum (as a percent) 67.30% 63.13% 68.51%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate 0.00% 0.00% 0.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 1 year 3 months    
Minimum      
Valuation assumptions      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term   6 months 6 months
Maximum      
Valuation assumptions      
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term   2 years 2 years
v3.24.0.1
STOCK-BASED COMPENSATION - Stock Option, Restricted Stock, and Performance Shares (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Shares      
Outstanding at the beginning of the period (in shares) 1,517,876    
Exercised (in shares) (194,629)    
Forfeited (in shares) (37,074)    
Outstanding at the end of the period (in shares) 1,286,173 1,517,876  
Vested and expected to vest (in shares) 1,286,173    
Exercisable at the end of the period (in shares) 1,228,594    
Weighted Average Exercise Price      
Outstanding at the beginning of the period (in dollars per share) $ 44.82    
Exercised (in dollars per share) 16.44    
Forfeited (in dollars per share) 95.02    
Outstanding at the end of the period (in dollars per share) 47.67 $ 44.82  
Vested and expected to vest (in dollars per share) 47.67    
Exercisable at the end of the period (in dollars per share) $ 45.32    
Weighted Average Remaining Contractual Term      
Outstanding at the end of the period 3 years 9 months 18 days 4 years 8 months 12 days  
Vested and expected to vest at end of period 3 years 9 months 18 days    
Exercisable at the end of the period 3 years 8 months 12 days    
Aggregate Intrinsic Value      
Outstanding at the end of the period $ 42,878,000    
Vested and expected to vest at the end of the period 42,878,000    
Exercisable at the end of the period 42,878,000    
Additional disclosures      
Total intrinsic value of options exercised 11,700,000 $ 36,400,000 $ 155,800,000
Proceeds from stock option exercises $ 3,200,000 $ 6,500,000 $ 14,400,000
Restricted Shares and RSUs      
Restricted Shares and Performance Shares      
Outstanding at the beginning of the period (in shares) 5,254,709    
Granted (in shares) 3,510,373    
Released (in shares) (1,797,915)    
Forfeited (in shares) (694,404)    
Outstanding at the end of the period (in shares) 6,272,763 5,254,709  
Weighted Average Grant Date Fair Value      
Outstanding at the beginning of the period (in dollars per share) $ 85.87    
Granted (in dollars per share) 62.36 $ 68.18 $ 129.16
Released (in dollars per share) 88.28    
Forfeited (in dollars per share) 73.54    
Outstanding at the end of the period (in dollars per share) $ 73.39 $ 85.87  
Fair value of equity instruments other than options $ 158,200,000 $ 117,600,000 $ 219,400,000
Performance Shares      
Restricted Shares and Performance Shares      
Outstanding at the beginning of the period (in shares) 967,846    
Granted (in shares) 782,966    
Released (in shares) (12,284)    
Forfeited (in shares) (140,727)    
Outstanding at the end of the period (in shares) 1,597,801 967,846  
Weighted Average Grant Date Fair Value      
Outstanding at the beginning of the period (in dollars per share) $ 102.58    
Granted (in dollars per share) 80.50 $ 89.43 $ 138.09
Released (in dollars per share) 78.32    
Forfeited (in dollars per share) 93.73    
Outstanding at the end of the period (in dollars per share) $ 92.73 $ 102.58  
Fair value of equity instruments other than options $ 1,000,000 $ 27,200,000 $ 0
Number of outstanding performance share units (in shares) 772,906    
v3.24.0.1
STOCK-BASED COMPENSATION - Issuance of Stock Under ESPP (Details) - Employee Stock Purchase Plan 2010 - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Stock-based compensation        
Stock issued under the Company's stock purchase plan (in shares) 3,965,807 924,448    
Employee Stock        
Stock-based compensation        
Stock issued under the Company's stock purchase plan (in shares)   924,448 668,605 331,769
Cash received under the 2010 Purchase Plan   $ 28,344 $ 25,491 $ 23,070
Weighted average fair value per share of options granted during the period (in dollars per share)   $ 16.32 $ 17.52 $ 34.93
v3.24.0.1
STOCK-BASED COMPENSATION - Schedule of Share Issued During Period (Details) - Employee Stock Purchase Plan 2010 - $ / shares
 12 Months Ended
Dec. 31, 2023
Nov. 01, 2023
Apr. 30, 2023
Dec. 31, 2023
Stock-based compensation        
Stock issued under the Company's stock purchase plan (in shares) 3,965,807     924,448
Offering Period End Date One        
Stock-based compensation        
Stock issued under the Company's stock purchase plan (in shares)     544,453  
Weighted average price per share (in dollars per share)     $ 30.02  
Offering Period End Date Two        
Stock-based compensation        
Stock issued under the Company's stock purchase plan (in shares)   379,995    
Weighted average price per share (in dollars per share)   $ 31.57    
v3.24.0.1
STOCK-BASED COMPENSATION - Shares Reserved for Issuance (Details)
Dec. 31, 2023
shares
Shares reserved for issuance  
Shares reserved for issuance (in shares) 17,880,354
Employee Stock Purchase Plan 2019  
Shares reserved for issuance  
Shares reserved for issuance (in shares) 16,046,161
Employee Stock Purchase Plan 2010  
Shares reserved for issuance  
Shares reserved for issuance (in shares) 1,834,193
v3.24.0.1
COMMITMENTS AND CONTINGENCIES - Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Finance lease cost      
Amortization of right-of-use assets $ 3,845 $ 4,612 $ 5,731
Interest on lease liabilities 800 808 1,018
Operating lease cost 36,576 36,291 31,730
Short-term lease cost 750 476 628
Variable lease cost 8,449 7,985 5,212
Total lease Cost $ 50,420 $ 50,172 $ 44,319
v3.24.0.1
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows from operating leases $ 39,301 $ 33,448 $ 27,461
Operating cash flows from finance leases 783 699 938
Finance cash flows from finance leases 3,569 4,345 5,290
Non-cash investing and financing activities:      
Right-of-use assets obtained in exchange for new operating lease liabilities 4,986 24,572 74,369
Right-of-use assets obtained in exchange for new finance lease liabilities $ 5,443 $ 11,276 $ 5,460
Weighted-average remaining lease term - operating leases (in years) 6 years 10 months 13 days 7 years 5 months 4 days 8 years 3 months 29 days
Weighted-average remaining lease term - finance leases (in years) 2 years 9 months 18 days 3 years 3 months 7 days 2 years 11 months 12 days
Weighted-average discount rate - operating leases 6.59% 6.37% 6.11%
Weighted-average discount rate - finance leases 7.43% 6.60% 5.36%
ASU 2016-02      
Non-cash investing and financing activities:      
Right-of-use assets obtained in exchange for new operating lease liabilities     $ 39,600
v3.24.0.1
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]    
Recognition of ROU assets $ 143,708 $ 167,003
Recognition of lease liabilities 190,449 210,800
Operating lease liability, current 29,379 28,366
Operating lease liability, noncurrent 161,070 182,399
Finance lease, right-of-use asset $ 11,300 $ 10,200
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Other long-term assets, net Other long-term assets, net
Finance lease obligations $ 11,941 $ 10,600
Finance lease liability, current $ 4,400 $ 3,200
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities Other current liabilities
Finance lease liability, noncurrent $ 7,500 $ 7,400
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other long-term liabilities Other long-term liabilities
v3.24.0.1
COMMITMENTS AND CONTINGENCIES - Schedule of Maturities on Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]    
2024 $ 39,476  
2025 36,660  
2026 34,851  
2027 34,226  
2028 27,901  
Thereafter 66,634  
Total minimum lease payments 239,748  
Imputed interest (49,299)  
Total $ 190,449 $ 210,800
v3.24.0.1
COMMITMENTS AND CONTINGENCIES - Schedule of Maturities on Finance Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Finance Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]    
2024 $ 5,044  
2025 4,552  
2026 2,797  
2027 827  
2028 0  
Thereafter 0  
Total minimum lease payments 13,220  
Imputed interest (1,279)  
Total $ 11,941 $ 10,600
v3.24.0.1
Legal Matters - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)
$ in Thousands
 12 Months Ended
Oct. 31, 2023
Sep. 30, 2023
Dec. 31, 2023
Dec. 31, 2021
DOS Rule Investigation        
Loss Contingencies [Line Items]        
Litigation Settlement, Expense     $ 22,400 $ 10,100
Payments for Legal Settlements   $ 32,500    
Qui Tam Suit        
Loss Contingencies [Line Items]        
Payments for Legal Settlements $ 13,800      
v3.24.0.1
EMPLOYEE BENEFIT PLAN (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Retirement Benefits [Abstract]      
Matching contribution by employer 100.00% 100.00% 100.00%
Percentage of participant's salary matched by employer 6.00% 6.00% 6.00%
Compensation expense in connection with the 401 (k) Plan $ 40.6 $ 36.5 $ 30.0
v3.24.0.1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDIT (Details) - Amended Wisconsin Economic Development Tax Credit Agreement
$ in Millions
 1 Months Ended 12 Months Ended
Dec. 31, 2021
USD ($)
position
Dec. 31, 2023
USD ($)
Agreements    
Refundable tax credits earned $ 18.5 $ 11.0
Capital investment expenditures over specified period, requirement to earn the refundable tax credits $ 350.0  
Full-time positions that must be created over a specified time period to earn the refundable tax credits | position 1,300  
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed 5 years  
Credit earning rate 10.00%  
Maximum credits to earn $ 7.0  
Refundable tax credit receivable   9.3
Prepaid expenses and other current assets    
Agreements    
Refundable tax credit receivable   3.8
Other long-term assets    
Agreements    
Refundable tax credit receivable   $ 5.5
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Narrative (Details)
 1 Months Ended 3 Months Ended 12 Months Ended
Sep. 12, 2023
USD ($)
Aug. 02, 2022
USD ($)
$ / shares
shares
May 02, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
test
$ / shares
Jun. 23, 2021
USD ($)
Apr. 14, 2021
USD ($)
$ / shares
shares
Jan. 11, 2021
USD ($)
shares
Jan. 05, 2021
USD ($)
$ / shares
shares
May 31, 2022
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Apr. 30, 2021
USD ($)
shares
Jan. 31, 2021
USD ($)
shares
Mar. 31, 2021
USD ($)
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Aug. 23, 2023
USD ($)
May 01, 2022
USD ($)
May 03, 2021
Acquisition                                        
Shares issued, price per share (in usd per share) | $ / shares                           $ 73.98            
Contingent consideration, liability       $ 359,021,000           $ 359,021,000       $ 288,657,000 $ 306,927,000 $ 359,021,000 $ 359,021,000      
Stock-based compensation expense                           231,312,000 206,823,000   339,226,000      
Remeasurement of contingent consideration liabilities                           (18,044,000) (56,617,000)   6,360,000      
Stock-based compensation                           231,312,000 206,823,000   253,063,000      
Stock issued during period, value, acquisitions                           1,675,000 14,792,000   1,355,170,000      
Consideration transferred, net of cash acquired                           52,413,000 14,686,000   499,730,000      
Noncash or part noncash divestiture, amount of consideration received, fair value | $ / shares   $ 6.70                                    
Finite-lived Intangible assets, net                           640,396,000 $ 706,240,000          
Period of lab testing services   24 months                                    
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]                             Other operating income (loss)          
Acquired Finite-Lived Intangible Assets [Line Items]                                        
Contract with Customer, Receivable, after Allowance for Credit Loss                           31,600,000            
Contract with Customer, Asset, after Allowance for Credit Loss                           41,700,000 $ 0          
TARDIS Technology                                        
Acquisition                                        
Asset acquisition, consideration transferred             $ 52,300,000                          
Payments to acquire productive assets             $ 25,000,000                          
Payments to acquire productive assets (in shares) | shares             191,336                          
Stock issued to acquire productive assets, value             $ 27,300,000                          
Payments contingent on milestones             $ 45,000,000                          
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Oncotype DX Genomic Prostate Score Test                                        
Acquisition                                        
Total consideration   $ 29,631,000                                    
Noncash or part noncash divestiture, amount of consideration received, shares | shares   691,171                                    
Disposal group, contingent consideration arrangements, range of outcomes, value, high   $ 70,000,000                               $ 82,500,000    
Finite-lived Intangible assets, net   $ 42,900,000                                    
Disposal group, not discontinued operation, gain (loss) on disposal                             13,200,000          
Disposal Group, Contingent Consideration Arrangements, Gain (Loss)                           73,300,000            
Acquired Finite-Lived Intangible Assets [Line Items]                                        
Disposal Group, Contingent Consideration Arrangements, Gain (Loss)                           73,300,000            
Thrive                                        
Acquisition                                        
Investment owned, fair value               $ 12,500,000                        
Business combination, equity interest in acquiree, remeasurement gain                         $ 7,600,000              
Remeasurement of contingent consideration liabilities                                 7,200,000      
Customer relationships                                        
Acquisition                                        
Finite-lived Intangible assets, net                           $ 3,111,000 $ 3,556,000          
Acquired Finite-Lived Intangible Assets [Line Items]                                        
Weighted Average Remaining Life (Years)                           7 years 8 years          
Trade name                                        
Acquisition                                        
Finite-lived Intangible assets, net                           $ 76,097,000 $ 83,347,000          
Acquired Finite-Lived Intangible Assets [Line Items]                                        
Weighted Average Remaining Life (Years)                           11 years 7 months 6 days 12 years 6 months          
General and administrative                                        
Acquisition                                        
Stock-based compensation expense                           $ 103,757,000 $ 91,212,000   $ 216,952,000      
Investment Income | Thrive                                        
Acquisition                                        
Business combination, equity interest in acquiree, remeasurement gain                         30,500,000              
OmicEra                                        
Acquisition                                        
Total purchase price     $ 19,408,000                                  
Equity issued to acquire business (in shares) | shares                 265,186                      
Shares issued, price per share (in usd per share) | $ / shares     $ 55.78                                  
Contingent payment obligations     $ 6,000,000                                  
Contingent consideration, liability     4,600,000                                  
Developed technology     $ 10,000,000                                  
Weighted-average remaining useful life of finite-lived intangible asset (in years)     16 years                                  
Fair value of stock issued in acquisition                                     $ 14,792,000  
Common stock issued     $ 14,792,000                                  
OmicEra Diagnostics Acquisition                                        
Acquisition                                        
Equity issued to acquire business (in shares) | shares                 265,186                      
PreventionGenetics                                        
Acquisition                                        
Total purchase price       $ 185,381,000                                
Equity issued to acquire business (in shares) | shares                   1,070,410                    
Shares issued, price per share (in usd per share) | $ / shares       $ 78.71           $ 78.71           $ 78.71 $ 78.71      
Number of tests provided | test       5,000                                
Cash       $ 101,129,000                                
Business combination, cash withheld                             $ 15,300,000          
Fair value of stock issued in acquisition       84,252,000           $ 84,252,000           $ 84,252,000 $ 84,252,000      
Common stock issued       84,252,000                                
PreventionGenetics | Payment 1                                        
Acquisition                                        
Cash       $ 85,800,000                                
Ashion Analytics                                        
Acquisition                                        
Total purchase price           $ 109,999,000                            
Equity issued to acquire business (in shares) | shares           125,444         125,444                  
Shares issued, price per share (in usd per share) | $ / shares           $ 129.33                            
Cash           $ 74,775,000                            
Fair value of stock issued in acquisition                     $ 16,224,000                  
Common stock issued           16,224,000                            
Ashion Analytics | Commercial Launch Milestone                                        
Acquisition                                        
Contingent consideration, liability           19,000,000                            
Additional cash consideration to be paid           20,000,000                            
Ashion Analytics | MRD Product Revenue Milestone                                        
Acquisition                                        
Contingent consideration, liability           30,000,000                            
Revenue milestone           $ 500,000,000                            
Thrive                                        
Acquisition                                        
Total purchase price               $ 2,187,054,000                        
Equity issued to acquire business (in shares) | shares               9,323,266       9,323,266                
Shares issued, price per share (in usd per share) | $ / shares               $ 127.79                        
Contingent consideration, liability               $ 450,000,000                        
Cash               584,996,000                        
Fair value of stock issued in acquisition               1,190,000,000       $ 1,191,420,000                
Common stock issued               1,175,431,000                        
Payments to acquire businesses and accelerated vesting of awards               590,200,000                        
Stock-based compensation expense               166,000,000                        
Compensation consideration assumed               197,000,000                        
Compensation consideration assumed and allocated to consideration transferred               52,200,000                        
Compensation consideration assumed and deemed compensatory               144,800,000                        
Non-cash stock-based compensation expense               65,000,000                        
Share based compensation, costs not yet recognized               $ 79,800,000                        
Share conversion ratio               0.06216                        
Business combination, pro forma loss                               $ 255,000,000        
Acquisition related costs                         10,300,000       10,300,000      
Stock-based compensation                                 19,000,000      
Additional benefit charges                                 3,900,000      
Thrive | Employees with Qualifying Termination Events                                        
Acquisition                                        
Non-cash stock-based compensation expense                         13,500,000              
Thrive | Fair Value                                        
Acquisition                                        
Contingent consideration, liability               $ 352,000,000                        
Thrive | FDA Approval                                        
Acquisition                                        
Contingent consideration, liability               150,000,000                        
Thrive | CSM Coverage                                        
Acquisition                                        
Contingent consideration, liability               300,000,000                        
Thrive | Allocated to Consideration Transferred | Fair Value                                        
Acquisition                                        
Contingent consideration, liability               331,300,000                        
Thrive | Allocated to Previous Ownership Interest | Fair Value                                        
Acquisition                                        
Contingent consideration, liability               6,400,000                        
Thrive | Allocated to Compensation | Fair Value                                        
Acquisition                                        
Contingent consideration, liability               14,300,000                        
Thrive | Compensation Expense                                        
Acquisition                                        
Contingent payment obligations               18,200,000                        
Thrive | General and administrative                                        
Acquisition                                        
Incremental share based compensation expense               16,000,000                        
Stock-based compensation expense               $ 5,200,000                        
Non-cash stock-based compensation expense                         $ 86,200,000       $ 86,200,000      
PFS Genomics                                        
Acquisition                                        
Total purchase price         $ 33,600,000                              
Percent of equity acquired         10.00%                             90.00%
Equity interest in acquiree after subsequent acquisition         100.00%                              
Resolution Bioscience                                        
Acquisition                                        
Total purchase price $ 54,202,000                                      
Developed technology 26,000,000                                      
Cash 52,527,000                                      
Common stock issued $ 1,675,000                                      
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method 4.6 million                                      
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Compensatory $ 2,900,000                                      
Acquired Finite-Lived Intangible Assets [Line Items]                                        
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method 4.6 million                                      
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Compensatory $ 2,900,000                                      
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable Fair Value Method 4.6 million                                      
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Details of Consideration Transferred (Details) - USD ($)
Sep. 12, 2023
May 02, 2022
Dec. 31, 2021
Apr. 14, 2021
Jan. 05, 2021
OmicEra          
Acquisition          
Common stock issued   $ 14,792,000      
Contingent consideration   4,600,000      
Cash paid related to working capital adjustment   16,000      
Total purchase price   $ 19,408,000      
PreventionGenetics          
Acquisition          
Common stock issued     $ 84,252,000    
Cash     101,129,000    
Total purchase price     $ 185,381,000    
Ashion Analytics          
Acquisition          
Common stock issued       $ 16,224,000  
Contingent consideration       19,000,000  
Cash       74,775,000  
Total purchase price       $ 109,999,000  
Thrive          
Acquisition          
Common stock issued         $ 1,175,431,000
Contingent consideration         331,348,000
Cash         584,996,000
Total purchase price         2,187,054,000
Fair value of replaced equity awards         52,245,000
Previously held equity investment fair value         $ 43,034,000
Resolution Bioscience          
Acquisition          
Common stock issued $ 1,675,000        
Cash 52,527,000        
Total purchase price $ 54,202,000        
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Purchase Price Allocated to the Underlying Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Sep. 12, 2023
May 02, 2022
Dec. 31, 2021
Jun. 23, 2021
Apr. 14, 2021
Jan. 05, 2021
Dec. 31, 2023
Dec. 31, 2022
Acquisition                
Goodwill     $ 2,335,172       $ 2,367,120 $ 2,346,040
Customer relationships                
Acquisition                
Weighted Average Remaining Life (Years)             7 years 8 years
Trade name                
Acquisition                
Weighted Average Remaining Life (Years)             11 years 7 months 6 days 12 years 6 months
Developed Technology Rights [Member]                
Acquisition                
Weighted Average Remaining Life (Years)             7 years 3 months 18 days 7 years 9 months 18 days
OmicEra                
Acquisition                
Net operating assets   $ 2,586            
Developed technology   10,000            
Total identifiable assets acquired   12,586            
Net identifiable assets acquired   8,599            
Goodwill   10,809            
Net assets acquired   19,408            
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities   (3,987)            
Total purchase price   $ 19,408            
PreventionGenetics                
Acquisition                
Total purchase price     $ 185,381          
Ashion Analytics                
Acquisition                
Total purchase price         $ 109,999      
Thrive                
Acquisition                
Total purchase price           $ 2,187,054    
PFS Genomics                
Acquisition                
Total purchase price       $ 33,600        
Resolution Bioscience                
Acquisition                
Net operating assets $ 14,663              
Developed technology 26,000              
Total identifiable assets acquired 40,663              
Net identifiable assets acquired 33,511              
Goodwill 20,691              
Net assets acquired 54,202              
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities (7,152)              
Total purchase price 54,202              
Resolution Bioscience | Developed Technology Rights [Member]                
Acquisition                
Developed technology $ 26,000              
Weighted Average Remaining Life (Years) 17 years              
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions (Details) - Options - Thrive
Jan. 05, 2021
$ / shares
Acquisition  
Risk-free interest rates, minimum 0.11%
Risk-free interest rates, maximum 0.12%
Expected volatility, minimum (as a percent) 65.54%
Expected volatility, maximum (as a percent) 71.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate 0.00%
Minimum  
Acquisition  
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 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  
Acquisition  
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term 1 year 6 months 25 days
Weighted average fair value per share of options granted during the period (in dollars per share) $ 124.89
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Business Combination, Pro-Forma Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Acquisition        
Total revenues $ 2,507,111 $ 2,097,680    
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]        
Total revenues 2,507,111 2,097,680    
Business Acquisition, Pro Forma Net Income (Loss) $ (237,854) $ (675,091)    
Thrive        
Acquisition        
Total revenues     $ 2,084,279 $ 1,767,087
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]        
Total revenues     2,084,279 1,767,087
Net loss before tax     $ (761,337) $ (1,014,352)
v3.24.0.1
BUSINESS COMBINATIONS AND ASSET ACQUISITIONS - Schedule of Divestiture (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 02, 2022
Dec. 31, 2023
Dec. 31, 2022
Noncash or Part Noncash Divestitures [Line Items]      
Contract with Customer, Asset, after Allowance for Credit Loss   $ 41,700 $ 0
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Oncotype DX Genomic Prostate Score Test      
Noncash or Part Noncash Divestitures [Line Items]      
Cash $ 25,000    
MDxHealth American Depository Shares 4,631    
Contingent consideration 0    
Total consideration $ 29,631    
Disposal Group, Contingent Consideration Arrangements, Additional Consideration   $ 3,100  
v3.24.0.1
SEGMENT INFORMATION (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Revenue $ 2,499,766 $ 2,084,279 $ 1,767,087
United States      
Segment Reporting Information [Line Items]      
Revenue 2,346,489 1,966,541 1,657,174
Outside of United States      
Segment Reporting Information [Line Items]      
Revenue $ 153,277 $ 117,738 $ 109,913
v3.24.0.1
INCOME TAXES - Narrative (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating Loss Carryforwards [Line Items]      
Income tax benefit (expense) $ (2,403,000) $ 9,064,000 $ 246,881,000
Deferred tax asset valuation allowance 465,832,000 419,356,000  
Deferred tax liability 17,289,000 19,713,000  
Increase (decrease) in valuation allowance $ 46,500,000 $ 157,100,000  
Effective tax rate (1.20%) 1.30% 29.30%
Unrecognized tax benefit that would impact effective tax rate $ 36,400,000 $ 28,300,000 $ 21,800,000
Accrued interest or penalties 0 0 0
Recognized interest or penalties 0 0 0
Deferred tax asset      
Operating Loss Carryforwards [Line Items]      
Valuation allowances established 44,759,000 159,919,000 206,574,000
Acquisition and purchase accounting (475,000) $ 21,000 239,233,000
Deferred tax asset | Thrive      
Operating Loss Carryforwards [Line Items]      
Acquisition and purchase accounting 239,200,000    
Deferred tax asset | Genomic Health Inc      
Operating Loss Carryforwards [Line Items]      
Acquisition and purchase accounting     $ 239,200,000
Federal      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 402,900,000    
Operating loss carryforwards with no expiration date 278,500,000    
Operating loss carryforwards with expiration date 124,400,000    
Federal | Research      
Operating Loss Carryforwards [Line Items]      
Tax credit carryforwards 70,900,000    
State      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 66,000,000    
State | Research      
Operating Loss Carryforwards [Line Items]      
Tax credit carryforwards 33,000,000    
State | Research | California      
Operating Loss Carryforwards [Line Items]      
Tax credit carryforwards 19,700,000    
Foreign      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 10,400,000    
v3.24.0.1
INCOME TAXES - Income (Loss) Before Income Taxes, Domestic and Foreign (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Domestic $ (204,128) $ (617,240) $ (801,536)
Foreign 2,382 (15,330) (40,970)
Net loss before tax $ (201,746) $ (632,570) $ (842,506)
v3.24.0.1
INCOME TAXES - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Expense (benefit) for income taxes      
Total income tax expense (benefit) $ 2,403 $ (9,064) $ (246,881)
Deferred tax assets:      
Operating loss carryforwards 477,420 553,320  
Tax credit carryforwards 104,580 87,579  
Compensation related differences 85,007 67,976  
Lease liabilities 47,118 51,560  
Capitalized research and development 191,468 108,117  
Other temporary differences 10,275 19,353  
Tax assets before valuation allowance 915,868 887,905  
Less - Valuation allowance (465,832) (419,356)  
Total deferred tax assets 450,036 468,549  
Deferred tax liabilities      
Amortization (415,064) (435,991)  
Property, plant and equipment (9,465) (4,653)  
Lease assets (35,786) (40,674)  
Other temporary differences (7,010) (6,944)  
Total deferred tax liabilities (467,325) (488,262)  
Net deferred tax liabilities $ (17,289) $ (19,713)  
Differences between the effective income tax rate and the statutory tax rate      
U.S. Federal statutory rate 21.00% 21.00% 21.00%
State taxes 3.90% 3.90% 3.60%
Federal and state tax rate changes 1.10% (0.20%) (0.30%)
Foreign tax rate differential 0.00% (0.10%) (0.60%)
Acquired IPR&D asset expense 0.00% 0.00% (0.80%)
Research and development tax credits 7.60% 2.30% 0.70%
Stock-based compensation expense (4.40%) (2.00%) 1.10%
Non-deductible executive compensation (3.50%) (0.40%) (0.20%)
Transaction costs 0.00% 0.00% (0.10%)
Other adjustments (0.70%) 0.00% 0.00%
Other adjustments (2.50%) 1.20% 1.20%
Valuation allowance (23.70%) (24.40%) 3.70%
Effective tax rate (1.20%) 1.30% 29.30%
Reconciliation of the amounts of unrecognized tax benefits      
Beginning of the period $ 28,270 $ 21,780 $ 16,629
Increase due to current year tax positions 7,447 5,861 5,363
Increase due to prior year tax positions 1,108 629 0
Decrease due to prior year tax positions (426) 0 (212)
Settlements 0 0 0
Ending of the period 36,399 28,270 21,780
Federal      
Expense (benefit) for income taxes      
Current expense (benefit): 0 0 0
Deferred tax expense (benefit): 2,395 (3,292) (222,693)
State      
Expense (benefit) for income taxes      
Current expense (benefit): 2,266 2,170 1,388
Deferred tax expense (benefit): (1,829) (8,926) (30,528)
Foreign      
Expense (benefit) for income taxes      
Current expense (benefit): 2,561 1,131 4,898
Deferred tax expense (benefit): $ (2,990) $ (147) $ 54
v3.24.0.1
INCOME TAXES - Deferred Tax Asset, Valuation Allowance RollForward (Details) - Deferred tax asset - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Beginning balance $ (419,356) $ (262,238) $ (293,397)
Valuation allowances established (44,759) (159,919) (206,574)
Changes to existing valuation allowances (1,242) 2,780 (1,500)
Acquisition and purchase accounting (475) 21 239,233
Ending balance $ (465,832) $ (419,356) $ (262,238)