INVITAE CORP, 10-Q filed on 8/8/2023
Quarterly Report
v3.23.2
Cover Page - shares
 6 Months Ended
Jun. 30, 2023
Aug. 04, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 001-36847  
Entity Registrant Name Invitae Corporation  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 27-1701898  
Entity Address, Address Line One 1400 16th Street  
Entity Address, City or Town San Francisco  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 94103  
City Area Code 415  
Local Phone Number 374-7782  
Title of 12(b) Security Common Stock, $0.0001 par value per share  
Trading Symbol NVTA  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   267,014,064
Entity Central Index Key 0001501134  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
v3.23.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 222,758 $ 257,489
Marketable securities 102,379 289,611
Accounts receivable 85,610 96,148
Inventory 20,814 30,386
Prepaid expenses and other current assets 19,664 19,496
Total current assets 451,225 693,130
Property and equipment, net 92,091 108,723
Operating lease assets 74,718 106,563
Restricted cash 10,508 10,030
Intangible assets, net 873,924 1,012,549
Other assets 20,573 23,121
Total assets 1,523,039 1,954,116
Current liabilities:    
Accounts payable 23,067 13,984
Accrued liabilities 107,951 74,388
Operating lease obligations 16,436 14,600
Finance lease obligations 4,514 5,121
Total current liabilities 151,968 108,093
Operating lease obligations, net of current portion 139,630 134,386
Finance lease obligations, net of current portion 1,604 3,780
Debt 0 122,333
Convertible senior notes, net 1,170,611 1,470,783
Convertible senior secured notes (at fair value) 249,571 0
Deferred tax liability 6,200 8,130
Other long-term liabilities 4,241 4,775
Total liabilities 1,723,825 1,852,280
Commitments and contingencies
Stockholders’ (deficit) equity:    
Common stock 27 25
Accumulated other comprehensive income (loss) 8,910 (80)
Additional paid-in capital 5,018,112 4,931,032
Accumulated deficit (5,227,835) (4,829,141)
Total stockholders’ (deficit) equity (200,786) 101,836
Total liabilities and stockholders’ (deficit) equity $ 1,523,039 $ 1,954,116
v3.23.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue:        
Total revenue $ 120,532 $ 136,622 $ 237,888 $ 260,313
Operating expenses:        
Cost of revenue 87,474 110,340 175,916 207,456
Research and development 63,824 115,146 125,802 243,382
Selling and marketing 44,732 62,749 89,242 122,893
General and administrative 69,966 50,854 115,207 102,282
Goodwill and IPR&D impairment 0 2,313,047 0 2,313,047
Restructuring and other costs 80,998 4,817 133,554 4,817
Total operating expenses 346,994 2,656,953 639,721 2,993,877
Loss from operations (226,462) (2,520,331) (401,833) (2,733,564)
Other income (expense), net:        
Loss on extinguishment of debt, net 0 0 (10,822) 0
Debt issuance costs 0 0 (19,859) 0
Change in fair value of convertible senior secured notes 20,619 0 38,923 0
Change in fair value of acquisition-related liabilities 49 6,190 267 16,193
Other income, net 4,379 1,136 10,262 1,572
Total other income, net 25,047 7,326 18,771 17,765
Interest expense (6,020) (14,019) (17,516) (28,004)
Net loss before taxes (207,435) (2,527,024) (400,578) (2,743,803)
Income tax benefit 924 3,563 1,884 38,483
Net loss $ (206,511) $ (2,523,461) $ (398,694) $ (2,705,320)
Net (loss) income per share, basic (in dollars per share) $ (0.78) $ (10.87) $ (1.55) $ (11.75)
Net (loss) income per share, diluted (in dollars per share) $ (0.78) $ (10.87) $ (1.55) $ (11.75)
Shares used in computing net loss per share, basic 263,836 232,117 256,910 230,304
Shares used in computing net loss per share, diluted 263,836 232,117 256,910 230,304
Test revenue        
Revenue:        
Total revenue $ 115,943 $ 133,182 $ 228,566 $ 252,679
Other revenue        
Revenue:        
Total revenue $ 4,589 $ 3,440 $ 9,322 $ 7,634
v3.23.2
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net loss $ (206,511) $ (2,523,461) $ (398,694) $ (2,705,320)
Other comprehensive income (loss):        
Unrealized income (loss) on available-for-sale marketable securities, net of tax 10 (549) 153 (1,327)
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax 9,008 0 8,837 0
Comprehensive loss $ (197,493) $ (2,524,010) $ (389,704) $ (2,706,647)
v3.23.2
Condensed Consolidated Statements of Stockholders' (Deficit) Equity - USD ($)
$ in Thousands
Total
Common stock:
Accumulated other comprehensive income (loss):
Additional paid-in capital:
Accumulated deficit:
Balance, beginning of period at Dec. 31, 2021   $ 23 $ (7) $ 4,701,230 $ (1,722,848)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common stock issued   1      
Unrealized income (loss) on available-for-sale marketable securities, net of tax $ (1,327)   (1,327)    
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax 0   0    
Common stock issued in connection with the exchange of convertible senior notes due 2024       0  
Common stock issued on exercise of stock options, net       597  
Common stock issued pursuant to employee stock purchase plan       5,637  
Common stock and equity awards issued pursuant to acquisitions       5,269  
Stock-based compensation expense       102,650  
Net loss (2,705,320)       (2,705,320)
Balance, end of period at Jun. 30, 2022 385,905 24 (1,334) 4,815,383 (4,428,168)
Balance, beginning of period at Mar. 31, 2022   23 (785) 4,749,402 (1,904,707)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common stock issued   1      
Unrealized income (loss) on available-for-sale marketable securities, net of tax (549)   (549)    
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax 0   0    
Common stock issued in connection with the exchange of convertible senior notes due 2024       0  
Common stock issued on exercise of stock options, net       172  
Common stock issued pursuant to employee stock purchase plan       5,637  
Common stock and equity awards issued pursuant to acquisitions       3,609  
Stock-based compensation expense       56,563  
Net loss (2,523,461)       (2,523,461)
Balance, end of period at Jun. 30, 2022 385,905 24 (1,334) 4,815,383 (4,428,168)
Balance, beginning of period at Dec. 31, 2022 101,836 25 (80) 4,931,032 (4,829,141)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common stock issued   2      
Unrealized income (loss) on available-for-sale marketable securities, net of tax 153   153    
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax 8,837   8,837    
Common stock issued in connection with the exchange of convertible senior notes due 2024       23,461  
Common stock issued on exercise of stock options, net       1  
Common stock issued pursuant to employee stock purchase plan       2,168  
Common stock and equity awards issued pursuant to acquisitions       1,893  
Stock-based compensation expense       59,557  
Net loss (398,694)       (398,694)
Balance, end of period at Jun. 30, 2023 (200,786) 27 8,910 5,018,112 (5,227,835)
Balance, beginning of period at Mar. 31, 2023   26 (108) 4,984,750 (5,021,324)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Common stock issued   1      
Unrealized income (loss) on available-for-sale marketable securities, net of tax 10   10    
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax 9,008   9,008    
Common stock issued in connection with the exchange of convertible senior notes due 2024       0  
Common stock issued on exercise of stock options, net       0  
Common stock issued pursuant to employee stock purchase plan       2,168  
Common stock and equity awards issued pursuant to acquisitions       830  
Stock-based compensation expense       30,364  
Net loss (206,511)       (206,511)
Balance, end of period at Jun. 30, 2023 $ (200,786) $ 27 $ 8,910 $ 5,018,112 $ (5,227,835)
v3.23.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities:    
Net loss $ (398,694) $ (2,705,320)
Adjustments to reconcile net loss to net cash used in operating activities:    
Goodwill and IPR&D impairment 0 2,313,047
Impairments and losses on disposals of long-lived assets, net 131,195 4,817
Depreciation and amortization 68,662 64,247
Stock-based compensation 59,557 103,901
Amortization of debt discount and issuance costs 4,259 7,776
Loss on extinguishment of debt, net 10,822 0
Debt issuance costs 19,859 0
Change in fair value of convertible senior secured notes (38,923) 0
Remeasurements of liabilities associated with business combinations (267) (16,193)
Benefit from income taxes (1,884) (38,483)
Post-combination expense for acceleration of unvested equity and deferred stock compensation 1,660 3,320
Amortization of premiums and discounts on investment securities (4,966) 1,178
Non-cash lease expense 6,681 3,192
Other 824 (1,321)
Changes in operating assets and liabilities, net of businesses acquired:    
Accounts receivable 10,538 (16,359)
Inventory 9,572 (15,557)
Prepaid expenses and other current assets (168) (2,134)
Other assets 587 (2,104)
Accounts payable 9,092 6,575
Accrued expenses and other long-term liabilities 22,291 7,186
Net cash used in operating activities (89,303) (282,232)
Cash flows from investing activities:    
Purchases of marketable securities (228,092) (605,454)
Proceeds from maturities of marketable securities 420,440 301,933
Purchases of property and equipment (2,741) (36,970)
Proceeds from sale of property and equipment 332 0
Other 3 0
Net cash provided by (used in) investing activities 189,942 (340,491)
Cash flows from financing activities:    
Proceeds from issuance of common stock, net 2,170 6,234
Proceeds from issuance of Series B convertible senior secured notes due 2028 30,000 0
Payments for debt issuance costs and prepayment fees (28,014) 0
Repayment of debt (135,000) 0
Finance lease principal payments (2,576) (2,677)
Settlement of acquisition obligations (1,472) (707)
Net cash (used in) provided by financing activities (134,892) 2,850
Net decrease in cash, cash equivalents and restricted cash (34,253) (619,873)
Cash, cash equivalents and restricted cash at beginning of period 267,519 933,525
Cash, cash equivalents and restricted cash at end of period 233,266 313,652
Supplemental cash flow information of non-cash investing and financing activities:    
Equipment acquired through finance leases 0 4,472
Purchases of property and equipment in accounts payable and accrued liabilities 1,182 9,177
Common stock issued for acquisition of businesses 233 0
Exchange of convertible senior notes due 2024 (302,941) 0
Exchange for convertible senior secured notes due 2028 301,071 0
Operating lease assets obtained in exchange for lease obligations, net $ 0 $ 4,495
v3.23.2
Organization and description of business
 6 Months Ended
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and description of business
1. Organization and description of business
Invitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and we changed our name to Invitae Corporation in 2012. We offer high-quality, comprehensive, affordable genetic testing across multiple clinical areas, including hereditary cancer, precision oncology, women's health, and rare diseases. Invitae operates in one segment.
Strategic realignment
On July 18, 2022, the Company initiated a strategic realignment of our operations and began implementing cost reduction programs, which was approved by the board of directors of the Company on July 16, 2022. See Note 10, "Restructuring and other costs" for additional information regarding our strategic realignment.
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the full fiscal year or any other periods.
Liquidity and financial condition
The financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. We have generally incurred net losses since our inception, and as of June 30, 2023, we had an accumulated deficit of $5.2 billion. For the six months ended June 30, 2023 and 2022, we had net losses of $398.7 million and $2.7 billion, respectively, and we expect to incur additional losses in the near term. While our revenue has increased over time, we may never achieve revenue sufficient to offset our expenses. Since inception, our operations have been financed primarily by fees collected from our customers, net proceeds from sales of our capital stock as well as borrowing from debt facilities and the issuance of convertible senior notes. We expect to raise additional funding to finance operations and service debt obligations prior to achieving profitability. In accordance with Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements - Going Concern, we are required to evaluate whether there is substantial doubt about our ability to continue as a going concern each reporting period, including interim periods. Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations for at least one year from the date of issuance of this Quarterly Report on Form 10-Q in considering whether it has the ability to meet its obligations.
At June 30, 2023 and December 31, 2022, we had $233.3 million and $267.5 million, respectively, of cash, cash equivalents, and restricted cash and marketable securities of $102.4 million and $289.6 million, respectively. Our primary use of cash is to fund our operations. Cash used to fund operating expenses is affected by the timing of when we pay expenses, as reflected in the change in our outstanding accounts payable and accrued expenses. We believe our existing cash, cash equivalents and marketable securities as of June 30, 2023 and fees collected from the sale of our products and services will be sufficient to meet our anticipated cash requirements for the next 12 months from the date of issuance of these financial statements.
To maintain an adequate amount of available liquidity and execute our current operating plan beyond that 12 month period, we will need to continue to raise additional capital from external sources; however, we have not secured such funding at the time of this filing. We regularly consider fundraising opportunities and expect to determine the timing, nature and size of future financings based upon various factors, including market conditions, debt maturities and our operating plans. We may in the future elect to finance operations by selling equity or debt
securities or borrowing money. If we issue equity securities, dilution to stockholders may result. Any equity securities issued may also provide for rights, preferences or privileges senior to those of holders of our common stock. If we raise funds by issuing additional debt securities, these debt securities would have rights, preferences and privileges senior to those of holders of our common stock. In addition, the terms of additional debt securities or borrowings could impose significant restrictions on our operations. If additional funding is required, there can be no assurance that additional funds will be available to us on acceptable terms on a timely basis, if at all. If we are unable to obtain additional funding when needed, we may need to curtail planned activities to reduce costs, which could include an additional reduction in workforce, elimination of business activities and services, and further reductions in other operating expenses. Doing so could potentially have an unfavorable effect on our ability to execute our business plan and have an adverse effect on our business, results of operations and future prospects.
v3.23.2
Summary of significant accounting policies
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of significant accounting policies
2. Summary of significant accounting policies
Principles of consolidation
Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis.
Prior period reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation. Loss on disposal of property and equipment is now included in restructuring and other costs in the condensed consolidated statements of operations. This reclassification had no effect on the previously reported results of operations.
Concentrations of credit risk and other risks and uncertainties
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits often exceed federally insured limits.
Cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets are reconciled to the amounts reported in the condensed consolidated statements of cash flows as follows (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$222,758 $303,626 
Restricted cash10,508 10,026 
Total cash, cash equivalents and restricted cash$233,266 $313,652 
Fair value of financial instruments
Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued liabilities, operating and finance leases obligations, liabilities associated with business combinations, and convertible senior notes. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our operating and finance leases approximates their fair values. Liabilities associated with business combinations and the convertible senior secured notes due 2028 are recorded at their estimated fair value.
Fair value option election
The fair value option provides an election that allows an entity to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. We have elected to apply the fair value option to our 4.50% Series A and B convertible senior secured notes due 2028 (collectively, the "Senior Secured 2028 Notes") and stock payable liabilities resulting from business combinations.
The convertible senior secured notes accounted for under the fair value option election pursuant to ASC 825, Financial Instruments, are each a debt host financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and recurring estimated fair value measurements under ASC 815, Derivatives and Hedging. Notwithstanding, ASC 825 provides for the fair value option election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments. When the fair value option election is applied to financial liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting period date. The estimated fair value adjustment related to the portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive loss, with the remaining amount of the fair value adjustment recognized in other income (expense), net in our condensed consolidated statements of operations. We have elected to present the component related to accrued interest in the change in fair value of the Senior Secured 2028 Notes.
In circumstances where an acquisition involves certain indemnification hold-backs that are settled in shares of our common stock, we recognize a stock payable liability based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. We remeasure this liability each reporting period and record changes in the fair value related to stock payable liabilities in other income (expense), net in our condensed consolidated statements of operations.
Restructuring and other costs
Restructuring and other costs are comprised of employee severance and benefits, asset impairments and losses on asset disposals, and other costs primarily related to implementing our strategic realignment. Employee severance and benefit costs are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of stock awards related to workforce reductions. We recognize costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit and Disposal Cost Obligations, and other costs and liabilities associated with nonretirement postemployment benefits in accordance with ASC 712, Nonretirement Postemployment Benefits. Liabilities are based on the estimate of fair value in the period the liabilities are incurred, with subsequent changes to the liability recognized as adjustments in the period of change. We recognize losses on asset disposals in accordance with ASC 360, Impairment or Disposal of Long-Lived Assets. Restructuring and other costs are recognized as an operating expense within the condensed consolidated statements of operations and related liabilities are recorded within accrued liabilities in the condensed consolidated balance sheets.
Recent accounting pronouncements
We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the "FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our condensed consolidated financial statements.
Recently adopted accounting pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted the amendments in this update on January 1, 2023 with no impact to our consolidated financial statements at the date of adoption. The amendments will be applied prospectively to future business combinations.
v3.23.2
Revenue, accounts receivable and deferred revenue
 6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Revenue, accounts receivable and deferred revenue
3. Revenue, accounts receivable and deferred revenue
Test revenue is generated from sales of diagnostic tests and precision oncology products to two groups of customers: patients, consideration for which may be paid directly by the patients or the patients' insurance carriers, and institutions (e.g., hospitals, clinics, medical centers and biopharmaceutical partners). Amounts billed and collected, and the timing of collections, vary based on the type of customer and the corresponding payer, including the patients' insurance carriers that are paying on behalf of the customer. Data and service revenue consists principally of revenue recognized for the performance of activities outlined in biopharmaceutical development contracts and other collaboration and genome network agreements.
The following tables present disaggregated revenue by customer and product offering by category (in thousands):
 PatientInstitutionThree Months Ended June 30, 2023
 InsuranceDirect
Product:
Oncology$52,145 $1,848 $5,809 $59,802 
Women's health21,534 3,504 1,539 26,577 
Rare diseases13,919 2,562 5,476 21,957 
Data/services— — 12,196 12,196 
Total revenue$87,598 $7,914 $25,020 $120,532 
 PatientInstitutionThree Months Ended June 30, 2022
 InsuranceDirect
Product:
Oncology$53,656 $2,858 $24,690 $81,204 
Women's health19,311 5,050 2,264 26,625 
Rare diseases7,999 2,512 6,640 17,151 
Data/services— — 11,642 11,642 
Total revenue$80,966 $10,420 $45,236 $136,622 
 PatientInstitutionSix Months Ended June 30, 2023
 InsuranceDirect
Product:
Oncology$102,760 $3,553 $13,795 $120,108 
Women's health41,744 6,916 2,798 51,458 
Rare diseases25,346 4,951 11,792 42,089 
Data/services— — 24,233 24,233 
Total revenue$169,850 $15,420 $52,618 $237,888 
 PatientInstitutionSix Months Ended June 30, 2022
 InsuranceDirect
Product:
Oncology$102,194 $6,294 $44,891 $153,379 
Women's health36,076 11,054 4,286 51,416 
Rare diseases14,600 5,229 12,905 32,734 
Data/services— — 22,784 22,784 
Total revenue$152,870 $22,577 $84,866 $260,313 
We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain tests delivered may differ from rates originally estimated. In subsequent periods, we update our estimate of the amounts recognized for previously delivered tests resulting in the following (decreases) increases to revenue and (decreases) increases to our net (loss) income from operations and basic and diluted net (loss) income per share (in millions, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Revenue$(1.3)$1.2 $(4.3)$2.4 
(Loss) income from operations$(1.3)$1.2 $(4.3)$2.4 
Net (loss) income per share, basic and diluted$(0.00)$0.01 $(0.02)$0.01 
Accounts receivable
The majority of our accounts receivable represents amounts billed to customers for test and data and service activities, and estimated amounts to be collected from patients' insurance carriers for test services.
We record a contract asset for services delivered under certain biopharmaceutical contracts, which are unbilled as of the end of the period. The contract receivable was $0.7 million and $1.3 million as of June 30, 2023 and December 31, 2022, respectively, and was included in prepaid expenses and other current assets in the condensed consolidated balance sheets.
Deferred revenue
We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. The deferred revenue balance primarily consists of advanced billings for biopharmaceutical development services, including billings at the initiation of performance-based milestones, and recognized as revenue in the applicable future period when the revenue is earned. Also included are prepayments related to our consumer direct channel. We recognized revenue of $1.6 million and $1.7 million from deferred revenue during the three and six months ended June 30, 2023, respectively. The current contract liability was $5.2 million and $4.8 million as of June 30, 2023 and December 31, 2022, respectively, which was included in accrued liabilities in the condensed consolidated balance sheets. The long-term contract liability was zero and $0.1 million at June 30, 2023 and December 31, 2022, respectively, which was included in other long-term liabilities in the condensed consolidated balance sheets.
Refund liability
As part of our strategic realignment, we terminated early or changed the scope of several companion diagnostic development contracts with milestones in progress. Upon termination, we recorded a refund liability related to the remaining outstanding performance-based milestones. During the three months ended March 31, 2023, we recorded settlement activity associated with the early termination of a companion diagnostic contract. The refund liability was $2.5 million and $4.7 million as of June 30, 2023 and December 31, 2022, respectively, which was included in accrued liabilities in the condensed consolidated balance sheets.
Performance obligations
Test and other revenue are generally recognized upon completion of our performance obligation when or as control of the promised good or service is transferred to the customer, which is typically a test report, or upon shipment of our precision oncology products or other contractually defined milestone(s). The Company has applied the practical expedient in relation to information about our remaining performance obligations, as we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Most remaining performance obligations are primarily related to personalized cancer monitoring ("PCM") services included in test revenue in our condensed consolidated statement of operations and are generally satisfied over one to six months.
v3.23.2
Intangible Assets, Net
 6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible assets, net
4. Intangible assets, net
The following table presents details of our acquired intangible assets as of June 30, 2023 (in thousands):
June 30, 2023
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$40,928 $(19,707)$— $21,221 10.8
Developed technology1,138,702 (219,887)(82,355)836,460 11.0
Trade name21,072 (4,829)— 16,243 12.0
 $1,200,702 $(244,423)$(82,355)$873,924 11.0
The following table presents details of our acquired intangible assets as of December 31, 2022 (in thousands):
December 31, 2022
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(17,675)$(359)$23,481 10.8
Developed technology1,174,506 (183,133)(19,426)971,947 10.8
Non-compete agreement286 (286)— — —
Trade name21,085 (3,964)— 17,121 12.0
Patent assets and licenses495 (156)(339)— —
Right to develop new technology19,359 (2,474)(16,885)— —
 $1,257,246 $(207,688)$(37,009)$1,012,549 10.8
Acquisition-related intangibles included in the above tables are generally finite-lived and are carried at cost less accumulated amortization. Customer relationships are being amortized on an accelerated basis in proportion to estimated cash flows. All other finite-lived acquisition-related intangibles are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized. Amortization expense was $27.7 million and $30.0 million for the three months ended June 30, 2023 and 2022, respectively, and $56.3 million and $50.2 million for the six months ended June 30, 2023 and 2022, respectively. Amortization expense is recorded in cost of revenue, research and development, and selling and marketing expenses in our condensed consolidated statements of operations.
The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of June 30, 2023 (in thousands):
2023 (remainder of year)$51,302 
2024102,326 
2025100,573 
2026100,539 
202799,873 
Thereafter419,311 
Total estimated future amortization expense$873,924 
Impairment assessment
Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events or changes in circumstances indicate that these assets may be impaired. We evaluate the fair value of long-lived assets, which include property and equipment and finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. In testing for goodwill impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the carrying value exceeds its fair value, we perform a quantitative goodwill impairment test to compare to the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value, including goodwill, exceeds
the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.
During the three months ended June 30, 2022, as a result of the significant, sustained decline in our stock price and related market capitalization and lower than expected financial performance, we performed an impairment assessment of goodwill, in-process research and development ("IPR&D") intangible assets, and long-lived assets, including definite-lived intangibles. Based on this analysis, we recognized a non-cash, pre-tax goodwill impairment charge of $2.3 billion during the three and six months ended June 30, 2022, which was included in goodwill and IPR&D impairment expense in the condensed consolidated statements of operations. The goodwill was fully impaired as of June 30, 2022.
We also identified indicators of impairment related to the IPR&D intangible asset initially recognized as part of the acquisition of Singular Bio, Inc. ("Singular Bio") that it was more likely than not that the asset is impaired. We recognized a non-cash, pre-tax impairment charge of $30.0 million during the three and six months ended June 30, 2022 related to the IPR&D intangible asset. The impairment charges are recorded in goodwill and IPR&D impairment expense in the condensed consolidated statements of operations. The indefinite-lived intangible asset was fully impaired as of June 30, 2022. Additionally, we recognized a loss on disposal of property and equipment of $4.8 million during the three and six months ended June 30, 2022 related to specific equipment that is no longer being utilized on this project and has no alternative future use. The loss on disposal is recorded in restructuring and other costs in the condensed consolidated statements of operations.
In March 2023, we decided to cease the use of acquired technology focused on informing clinical decisions as management continued our portfolio optimization. During the three months ended March 31, 2023, we wrote-off the remaining carrying value of the related developed technology intangible asset of $2.1 million and recognized $1.0 million for related contractual obligations, which are included in restructuring and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring and other costs" for additional information.
In June 2023, we decided to cease the use of acquired technology focused on pharmacogenetic testing as management continued our portfolio optimization. During the three months ended June 30, 2023, we wrote-off the remaining carrying value of the related developed technology intangible asset of $5.5 million, which is included in restructuring and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring and other costs" for additional information.
During the three months ended June 30, 2023, while exploring strategic alternatives in relation to the use of our acquired technology for our patient data platform to help patients collect, organize, store and share their medical records digitally, the developed technology was tested for recoverability. Based on the results of our testing, we wrote-off the remaining carrying value of the related developed technology intangible asset of $74.8 million, which is included in restructuring and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring and other costs" for additional information.
v3.23.2
Balance sheet components
 6 Months Ended
Jun. 30, 2023
Balance Sheet Related Disclosures [Abstract]  
Balance sheet components
5. Balance sheet components
Inventory
Inventory consisted of the following (in thousands):
 June 30, 2023December 31, 2022
Raw materials$20,814 $29,992 
Work in progress— 382 
Finished goods— 12 
Total inventory$20,814 $30,386 
During the second quarter of 2023, management decided to exit certain product offerings. During the three months ended June 30, 2023, we wrote-off the remaining inventory related to these product offerings of $0.7 million, which is included in cost of revenue in the condensed consolidated statements of operations.
Property and equipment, net
Property and equipment consisted of the following (in thousands):
June 30, 2023December 31, 2022
Leasehold improvements$73,324 $73,095 
Laboratory equipment60,835 67,261 
Computer equipment13,839 13,511 
Furniture and fixtures1,365 1,427 
Construction-in-progress12,752 21,006 
Other6,208 2,996 
Total property and equipment, gross168,323 179,296 
Accumulated depreciation(76,232)(70,573)
Total property and equipment, net$92,091 $108,723 
Depreciation expense was $5.0 million and $5.8 million for the three months ended June 30, 2023 and 2022, respectively, and $10.4 million and $11.4 million for the six months ended June 30, 2023 and 2022, respectively.
During the first quarter of 2023, we decided to exit certain leased premises and we recognized a loss on disposal of property and equipment, net of $8.5 million during the three months ended March 31, 2023 for related lab equipment and leasehold improvements, which was included in restructuring and other costs in our condensed consolidated statement of operations. See Note 7, "Commitments and contingencies" and Note 10, "Restructuring and other costs" for additional information including further discussion related to operating lease impairments.
Accrued liabilities
Accrued liabilities consisted of the following (in thousands):
 June 30, 2023December 31, 2022
Accrued compensation and related expenses$36,505 $25,315 
Accrued expenses26,920 23,628 
Accrued litigation25,406 905 
Compensation and other liabilities associated with business combinations3,887 5,335 
Deferred revenue5,239 4,814 
Accrued interest4,595 6,646 
Accrued royalties2,151 3,177 
Other accrued liabilities3,248 4,568 
Total accrued liabilities$107,951 $74,388 
v3.23.2
Fair value measurements
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Fair value measurements
6. Fair value measurements
Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.
The three-level hierarchy for the inputs to valuation techniques is summarized as follows:
Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.
Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.
Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions.
The following tables set forth the fair value of our financial instruments that were measured at fair value on a recurring basis (in thousands):
 June 30, 2023
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$221,179 $3 $— $221,182 $221,182 $— $— 
U.S. Treasury notes15,649 4 — 15,653 15,653 — — 
U.S. government agency securities86,660 74 (8)86,726 — 86,726 — 
Total financial assets$323,488 $81 $(8)$323,561 $236,835 $86,726 $— 
Financial liabilities:
Stock payable liability$251 $— $— $251 
Contingent consideration25 — — 25 
Convertible senior secured notes249,571 — — 249,571 
Total financial liabilities$249,847 $— $— $249,847 
 June 30, 2023
Reported as: 
Cash equivalents$210,674 
Restricted cash10,508 
Marketable securities102,379 
Total cash equivalents, restricted cash, and marketable securities$323,561 
Convertible senior secured notes$249,571 
Other long-term liabilities276 
Total liabilities$249,847 
 December 31, 2022
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$158,931 $— $— $158,931 $158,931 $— $— 
U.S. Treasury notes193,685 1 (123)193,563 193,563 — — 
U.S. government agency securities96,006 55 (13)96,048 — 96,048 — 
Total financial assets$448,622 $56 $(136)$448,542 $352,494 $96,048 $— 
Financial liabilities:
Stock payable liability$744 $— $— $744 
Contingent consideration25 — — 25 
Total financial liabilities$769 $— $— $769 
 December 31, 2022
Reported as: 
Cash equivalents$148,901 
Restricted cash10,030 
Marketable securities289,611 
Total cash equivalents, restricted cash, and marketable securities$448,542 
Other long-term liabilities$769 
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Our debt securities of U.S. government agencies are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. At June 30, 2023, the remaining contractual maturities of available-for-sale securities ranged from zero to eight months. Interest income generated from our investments was $2.3 million and $1.8 million during the three months ended June 30, 2023 and 2022, respectively, and $4.3 million and $3.0 million for the six months ended June 30, 2023 and 2022, respectively, which was included in other income (expense), net in the condensed consolidated statements of operations.
The total fair value of investments with unrealized losses at June 30, 2023 was $20.1 million. None of the available-for-sale securities held as of June 30, 2023 have been in an unrealized loss position for more than one year. 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 June 30, 2023, because the change in market value of those securities has resulted from fluctuations in market interest rates since the time of purchase, rather than a deterioration of the credit worthiness of the issuers. For marketable securities in an unrealized loss position, we assess our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We intend to hold our marketable securities to maturity and it is unlikely that they would be sold before their cost bases are recovered. The cost of securities sold is based on the specific identification method.
The following tables include a rollforward of the stock payable liability, contingent consideration, and Senior Secured 2028 Notes classified within Level 3 of the fair value hierarchy (in thousands):
Three Months Ended June 30, 2023
 Stock Payable LiabilityContingent ConsiderationConvertible Senior Secured Notes
Fair value at March 31, 2023$300 $25 $282,938 
Changes in fair value(49)— (20,619)
Changes in fair value related to instrument-specific credit risk— — (9,008)
Cash payments for interest— — (3,740)
Fair value at June 30, 2023
$251 $25 $249,571 
Six Months Ended June 30, 2023
 Stock Payable LiabilityContingent ConsiderationConvertible Senior Secured Notes
Fair value at December 31, 2022$744 $25 $— 
Issuance of convertible senior secured notes at fair value— — 301,071 
Changes in fair value(267)— (38,923)
Changes in fair value related to instrument-specific credit risk— — (8,837)
Settlements(226)— — 
Cash payments for interest— — (3,740)
Fair value at June 30, 2023
$251 $25 $249,571 
Three Months Ended June 30, 2022
 Stock Payable LiabilityContingent Consideration
Fair value at March 31, 2022$10,922 $2,029 
Change in fair value(6,190)(2,004)
Settlements(1,950)— 
Fair value at June 30, 2022
$2,782 $25 
Six Months Ended June 30, 2022
 Stock Payable LiabilityContingent Consideration
Fair value at December 31, 2021$20,925 $1,875 
Change in fair value(16,193)(1,850)
Settlements(1,950)— 
Fair value at June 30, 2022
$2,782 $25 
Stock payable liabilities relate to certain indemnification hold-backs resulting from business combinations that are settled in shares of our common stock. We elected to account for these liabilities using the fair value option due to the inherent nature of the liabilities and the changes in value of the underlying shares that will ultimately be issued to settle the liabilities. The estimated fair value of these liabilities is classified as Level 3 and determined based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. Changes in the number of shares issued and share price can significantly affect the estimated fair value of the liabilities. The change in fair value related to stock payable liabilities was income of $0.1 million and $6.2 million during the three months ended June 30, 2023 and 2022, respectively, and income of $0.3 million and $16.2 million for the six months ended June 30, 2023 and 2022, respectively, which was recorded in change in fair value of acquisition-related liabilities in the condensed consolidated statements of operations.
Contingent consideration relates to the obligation we may be required to pay in the form of additional shares of our common stock resulting from the acquisition of Genelex in April 2020. The amount of the contingent obligation is dependent upon the achievement of a certain product milestone, at which time we would issue shares of our common stock with a value equal to a portion of the gross revenues actually received by us for a pharmacogenetic product reimbursed through certain payers during an earn-out period of up to four years. The estimated fair value of the contingent consideration is based upon significant inputs not observable in the market and, therefore, represents a Level 3 measurement. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestone, the estimated revenues achieved for a pharmacogenetic product and the discount rate used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the estimated fair value of the liability. The change in fair value related to contingent consideration recorded to general and administrative expense was zero and income of $2.0 million during the three months ended June 30, 2023 and 2022, respectively, and zero and income of $1.8 million during the six months ended June 30, 2023 and 2022, respectively.
In March 2023, the Company issued 4.50% Series A convertible senior secured notes due 2028 (“Series A Notes”) with an aggregate principal amount of $275.3 million, and Series B convertible senior secured notes due 2028 (the "Series B Notes") with an aggregate principal amount of $30.0 million. The Company elected the fair value option to account for the Senior Secured 2028 Notes. We utilize the binomial lattice model, specifically a lattice model to estimate the fair value of the convertible senior secured notes at issuance and subsequent reporting dates. The estimated fair value of the Senior Secured 2028 Notes is determined using Level 3 inputs and assumptions unobservable in the market. This model incorporates the terms and conditions of the Senior Secured 2028 Notes and assumptions related to stock price, expected stock price volatility, risk-free interest rate, market credit spread, and cost of debt. The stock price is based on the publicly traded price of our common stock as of the measurement date. We estimate the volatility of our stock price based on the historical and implied volatilities of our publicly traded common stock. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Senior Secured 2028 Notes. The most significant assumptions in the binomial lattice model impacting the fair value of the Senior Secured 2028 Notes are (i) the estimated stock price, (ii) the estimated cost of debt, and (iii) the volatility of our common stock. Significant changes in any of these inputs may result in a significant change in the fair value of the Senior Secured 2028 Notes.
Under the fair value election as prescribed by ASC 825, we record changes in fair value, inclusive of related accrued interest, through the condensed consolidated statement of operations as a fair value adjustment of the convertible senior secured debt each reporting period, with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive loss, if applicable. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the risk-free interest rate, credit spread, and cost of debt assumptions. The initial carrying amount of the Senior Secured 2028 Notes, measured at the estimated fair value on the date of
issuance, was $301.1 million. As of June 30, 2023, the estimated fair value was $249.6 million. During the three and six months ended June 30, 2023, the corresponding change in fair value of the Senior Secured 2028 Notes was a gain of $20.6 million and $38.9 million, respectively, which is included in other income (expense), net in the condensed consolidated statements of operations. The change in fair value related to instrument-specific credit risk was $9.0 million and $8.8 million during the three and six months ended June 30, 2023, respectively, which is included in the condensed consolidated statements of comprehensive loss. See Note 7, "Commitments and contingencies" under the heading "Convertible senior notes—Convertible senior secured notes due 2028" for a description of the Senior Secured 2028 Notes.
Significant inputs into the binomial lattice model as of June 30, 2023 and March 7, 2023 were as follows:
June 30, 2023March 7, 2023
Stock price$1.13$1.65
Conversion price$2.58$2.58
Volatility105.0 %107.5 %
Risk-free interest rate4.23 %4.35 %
Credit spread15.06 %13.76 %
Cost of debt19.3 %18.1 %
Term (years)4.715.02
v3.23.2
Commitments and contingencies
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and contingencies
7. Commitments and contingencies
Leases
The Company has entered into various non-cancellable operating lease agreements for office and laboratory space domestically and internationally. The Company's current leases have remaining terms ranging from approximately 1 to 12 years, some of which include options to extend the leases. The renewal options were not included in the calculation of the operating lease assets and the operating lease liabilities as they are not reasonably certain of being exercised. The security deposits for our operating leases are included in restricted cash in our condensed consolidated balance sheets.
In 2015, we entered into a non-cancelable operating lease agreement for our headquarters and main production facility in San Francisco, California, which commenced in 2016 with an initial lease term extending through 2026. In 2020, we entered into a non-cancelable operating lease agreement for additional office and laboratory space in San Francisco, California, which commenced in 2021 and has an initial lease term extending through 2031. In 2021, we entered into a non-cancelable operating lease agreement for a new laboratory and production facilities in Morrisville, North Carolina, which commenced in the same year with an initial lease term extending through 2035. See the discussion below regarding management's decision to exit the operating leases for additional office and laboratory space in San Francisco, California and a portion of the new laboratory and production facilities in Morrisville, North Carolina and the related impairment in the first quarter of 2023.
We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years and are typically secured by the underlying equipment. The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation in our condensed consolidated balance sheets. Finance lease assets are recorded within other assets in our condensed consolidated balance sheets.
During the first quarter of 2023, we decided to exit certain leased premises and actively began looking to sublease certain facilities, including the related leasehold improvements. We determined that the changes in the intended use of these locations represented an indicator of impairment and performed a test of recoverability on March 31, 2023. For operating leases where the carrying values of the asset group were lower than the undiscounted cash flows expected through sublease, we impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $7.6 million to $35.7 million and a discount rate ranging from 7.0% to 8.0%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended March 31, 2023, we recognized an impairment charge of $37.8 million related to the right-of-use assets and $2.0 million for the related leasehold improvements, which was included in restructuring and other costs in our condensed consolidated statement of operations.
During the first quarter of 2023, we reassessed certain leases previously impaired as part of the strategic realignment for additional impairment due to the continued decline in market conditions and changes in the ability to sublease the properties. We determined that the changes in market conditions represented an indicator of impairment and performed a test of recoverability on March 31, 2023. For operating leases where the carrying values of the asset group were lower than the undiscounted cash flows expected through sublease, we further impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $0.3 million to $1.9 million and discount rates ranging from 7.50% to 7.75%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended March 31, 2023, we recognized an impairment charge of $2.3 million related to the right-of-use assets, which was included in restructuring and other costs in our consolidated statements of operations.
During the second quarter of 2023, we reassessed certain leases previously impaired as part of the strategic realignment for additional impairment due to the continued decline in market conditions and changes in the ability to sublease the properties. We determined that the changes in market conditions represented an indicator of impairment and performed a test of recoverability on June 30, 2023. For operating leases where the carrying values of the asset group were lower than the undiscounted cash flows expected through sublease, we further impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $0.1 million to $0.4 million and a discount rate of 7.75%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended June 30, 2023, we recognized an impairment charge of $0.6 million related to the right-of-use assets, which was included in restructuring and other costs in our consolidated statements of operations.
Sublease income was $0.3 million and $0.7 million during the three and six months ended June 30, 2023, respectively. There was no sublease income for the three and six months ended June 30, 2022, respectively.
Debt financing
In October 2020, we entered into a credit agreement with a financial institution under which we borrowed $135.0 million (the "2020 Term Loan") concurrent with the closing of the ArcherDX, Inc. ("ArcherDX") acquisition. The 2020 Term Loan bore interest at an annual rate equal to three-month LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75%. If the 2020 Term Loan is prepaid (whether such prepayment is optional or mandatory), we were required to pay a prepayment fee of 6% if the prepayment occurs prior to the third anniversary of the closing date or 4% if the prepayment occurs after the third anniversary of the closing date and we were also required to pay a make-whole fee if the prepayment occurs prior to the second anniversary of the closing date.
Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our convertible senior notes (defined below), was zero and $5.9 million for the three months ended June 30, 2023 and 2022, respectively, and $4.1 million and $11.8 million for the six months ended June 30, 2023 and 2022, respectively.
In February 2023, we repaid, prior to the maturity date, the principal balance outstanding of $135.0 million plus accrued interest of $2.6 million. During the three months ended March 31, 2023, we incurred debt extinguishment costs of $19.3 million related to the prepayment, which included the write-off of unamortized debt issuance costs of $11.2 million and prepayment fees of $8.1 million, which was included in loss on extinguishment of debt, net in the condensed consolidated statements of operations.
Convertible senior notes
Convertible senior notes due 2024
In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 Notes bear cash 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 March 1, 2020.
Upon conversion, the 2024 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2024 Notes is 33.6293
shares of our common stock per $1,000 principal amount of the 2024 Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock).
If we undergo a fundamental change (as defined in the indenture governing the 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date.
The 2024 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. Since issuance, these notes were convertible at the option of the holders during the quarters beginning on January 1, 2021 and April 1, 2021 due to the sale price of our common stock during the quarters ended December 31, 2020 and March 31, 2021, respectively. The notes were not convertible during the six months ended June 30, 2023 and there have been no significant conversions in the periods in which they were convertible.
We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
See the discussion below regarding the purchase and exchange agreements with certain holders of the outstanding 2024 Notes. As of June 30, 2023, the outstanding principal balance of the 2024 Notes was $44.3 million.
Convertible senior notes due 2028
In April 2021, we issued, at 99% of par value, $1,150.0 million aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.
The 2028 Notes will be convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by us. The 2028 Notes will be convertible into shares of our common stock based on an initial conversion rate of 23.1589 shares of common stock per $1,000 principal amount of the 2028 Notes (which is equal to an initial conversion price of $43.18 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. None of the 2028 Notes have been converted to date.
We may not redeem the 2028 Notes prior to April 6, 2025. On or after April 6, 2025, the 2028 Notes will be redeemable by us in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest to, but excluding, the redemption date.
With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges, the holders of the 2028 Notes may require that we repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the 2028 Notes to be repurchased, plus unpaid interest to, but excluding, the maturity date.
Summary of convertible senior notes
Our 2024 Notes and 2028 Notes (collectively, our "Convertible Senior Notes") consisted of the following (in thousands):
June 30, 2023December 31, 2022
Outstanding principal$1,194,269 $1,499,996 
Unamortized debt discount and issuance costs(23,658)(29,213)
Net carrying amount$1,170,611 $1,470,783 
As of June 30, 2023, the fair value of the 2024 Notes and 2028 Notes was $40.4 million and $481.4 million, respectively. The estimated fair value of the 2024 Notes and 2028 Notes, which use Level 2 fair value inputs, was determined based on the estimated or actual bid prices in an over-the-counter market and/or market conditions including the price and volatility of our common stock and comparable company information. The effective interest rates were 2.56% and 1.95% for the 2024 Notes and 2028 Notes, respectively. We recognized $5.8 million and $7.7 million of interest expense related to our Convertible Senior Notes during the three months ended June 30, 2023 and 2022, respectively, and $13.0 million and $15.4 million during the six months ended June 30, 2023 and 2022, respectively. Of the interest expense recognized, $1.2 million and $1.7 million during the three months ended June 30, 2023 and 2022, respectively, and $2.7 million and $3.3 million during the six months ended June 30, 2023 and 2022, respectively, was related to amortization of issuance costs and the remainder was related to contractual interest incurred.
Convertible senior secured notes due 2028
In February 2023, we entered into purchase and exchange agreements with certain holders of the outstanding 2024 Notes. Under the terms of the agreements, we (a) exchanged $305.7 million aggregate principal amount of 2024 Notes for $275.3 million aggregate principal amount of Series A Notes and 14,219,859 shares of the Company’s common stock and (b) issued and sold $30.0 million aggregate principal amount of Series B Notes for cash.
The Senior Secured 2028 Notes are our senior secured obligations and will mature on March 15, 2028, unless earlier converted, redeemed or repurchased. The Senior Secured 2028 Notes bear cash interest at a rate of 4.50% per year, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2023.
Based on the initial conversion price of $2.58, the Senior Secured 2028 Notes will be initially convertible into an aggregate of 118,316,667 shares of common stock, and after taking into account the maximum number of additional shares issuable in certain circumstances as described in the indenture, an aggregate of 141,979,975 shares of common stock.
At any time prior to the 60th day prior to the maturity date of the Senior Secured 2028 Notes, we have the option to redeem all or any portion of the principal amount of the Senior Secured 2028 Notes for cash equal to the principal amount of the Senior Secured 2028 Notes to be redeemed. Upon redemption of any Senior Secured 2028 Notes, we will (i) issue warrants to purchase shares of common stock, unless the aggregate principal amount of Senior Secured 2028 Notes outstanding represents less than 10% of the aggregate principal amount of Senior Secured 2028 Notes initially issued and certain other conditions are satisfied, and (ii) make a make-whole payment as determined pursuant to the indenture governing the Senior Secured 2028 Notes, together with accrued and unpaid interest through the redemption date. In addition, in certain circumstances, we may be required to issue additional shares of common stock for any Senior Secured 2028 Notes converted in connection with a notice of optional redemption. The indenture governing the Senior Secured 2028 Notes also provides for the issuance of warrants to purchase shares of common stock in connection with the prepayment of the Senior Secured 2028 Notes upon acceleration of the Senior Secured 2028 Notes following the occurrence of an event of default under the indenture as a result of the failure by the Company to settle any conversion. Any warrants issued will cover the same number of shares of the common stock underlying and at an exercise price equal to the conversion price of the redeemed or prepaid Senior Secured 2028 Notes. The number of shares issuable upon conversion or exercise
is subject to customary anti-dilution and other adjustments (as defined in the indenture governing the Senior Secured 2028 Notes).
The Senior Secured 2028 Notes will be convertible at any time prior to the maturity date at the option of the holders, subject to a beneficial ownership cap.
If we undergo a major transaction (as defined in the indenture), holders may require us to repurchase for cash all or part of their Senior Secured 2028 Notes at a purchase price equal to 100% of the principal amount of the Senior Secured 2028 Notes to be repurchased, plus (i) accrued and unpaid interest to, but excluding, the repurchase date and (ii) the make-whole amount as determined pursuant to the indenture governing the Senior Secured 2028 Notes. In addition, at the election of the holders of the Senior Secured 2028 Notes, we may be required to issue additional shares of common stock for any Senior Secured 2028 Notes converted in connection with a major transaction.
The Senior Secured 2028 Notes are guaranteed by our material subsidiaries and secured by (i) a security interest in substantially all of the assets of the Company and its domestic material subsidiaries and (ii) a pledge of the equity interests of the Company's direct and indirect subsidiaries, subject to certain customary exceptions. The indenture contains certain specified events of default, the occurrence of which would entitle the holders of the Senior Secured 2028 Notes to demand repayment of all outstanding principal and accrued interest on the Notes, together with a make-whole payment as determined pursuant to the indenture. The indenture also includes specific affirmative and restrictive covenants agreed to by the Company. In addition, the indenture also contains financial covenants that will require us to maintain revenue in the prior four quarters of not less than $250.0 million and, starting with the quarter ending March 31, 2025, a minimum liquidity of at least 15% of the amount of our secured indebtedness then outstanding. As of June 30, 2023, we are in compliance with all restrictive and financial covenants.
We elected the fair value option to account for the Senior Secured 2028 Notes, which requires the notes to be accounted for as a single liability initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting date. We have elected not to present the interest expenses separate from the fair value changes of the Senior Secured 2028 Notes. Considering the terms of settlement noted above, we elected the fair value option for the Senior Secured 2028 Notes as we believe it best reflects the underlying economics and also for simplification and cost-benefit considerations of accounting such Senior Secured 2028 Notes at fair value versus bifurcation of the embedded derivatives.
The initial carrying amount of the Senior Secured 2028 Notes, measured at the estimated fair value on the date of issuance, was $301.1 million. As of June 30, 2023, the estimated fair value of the Senior Secured 2028 Notes was $249.6 million and was recorded as a long-term liability in the condensed consolidated balance sheets. The portion of the estimated fair value of Series A Notes for which conversion was subject to stockholder approval and for which the Company had a cash settlement obligation was classified as a current liability as of March 31, 2023 in the condensed consolidated balance sheets. Upon obtaining stockholder approval for the issuance of shares of common stock in excess of the limitations imposed by the NYSE rules, the portion of the estimated fair value of Series A Notes previously subject to stockholder approval is classified as a long-term liability as of June 30, 2023 in the condensed consolidated balance sheets. Classification of the Senior Secured 2028 Notes as a long-term liability represents our intent and ability to settle the obligations by issuing shares. During the three and six months ended June 30, 2023, the corresponding change in fair value of the Senior Secured 2028 Notes was a gain of $20.6 million and $38.9 million, respectively, which was included in other income (expense), net in the condensed consolidated statements of operations. During the three and six months ended June 30, 2023, the change in fair value related to instrument-specific credit risk was $9.0 million and $8.8 million, respectively, which was included in the condensed consolidated statements of comprehensive loss.
In connection with the issuance of the Senior Secured 2028 Notes, we incurred approximately $19.9 million of debt issuance costs primarily related to legal and consulting fees paid to third parties, which were expensed as incurred during the three months ended March 31, 2023 and included in other income (expense), net in the condensed consolidated statements of operations.
The exchange of the 2024 Notes for the Senior Secured 2028 Notes was treated as an extinguishment of debt. During the three months ended March 31, 2023, we recognized a gain on extinguishment of $8.5 million representing the difference between the fair value of the Series A Notes immediately prior to the exchange plus the fair value of common shares issued and the carrying amount of the 2024 Notes, which was included in loss on extinguishment of debt, net in the condensed consolidated statements of operations.
Other commitments
In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At June 30, 2023, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $25.5 million. On July 27, 2023, Invitae and Illumina Inc. ("Illumina") entered into a termination and settlement agreement to terminate the IVD Test Kit Development Agreement between Illumina and ArcherDx, effective September 24, 2020, as amended, and the Amended and Restated Commercialization Agreement between Illumina and ArcherDx LLC, effective May 11, 2021, as amended (collectively, “IVD Agreements”). Under the terms of the termination and settlement agreement, we committed to (a) pay a termination fee of $2.0 million; (b) purchase at least two units of Illumina's sequencing equipment and (c) purchase at least $30.0 million of sequencing consumables in calendar year 2023.
Guarantees and indemnification
As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at June 30, 2023 or December 31, 2022.
Contingencies
We are and may from time to time be involved in various legal proceedings and claims arising in the ordinary course of business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if we ultimately prevail. If an investigation results in a proceeding against us, an adverse outcome could include us being required to pay treble damages, and incur attorneys’ fees, civil or criminal penalties and other adverse actions that could materially and adversely affect our business, financial condition and results of operations. While we believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material.
We were not a party to any material legal proceedings at June 30, 2023, or at the date of this report except for matters listed below. We cannot currently predict the outcome of these actions.
Natera, Inc.
On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using Anchored Multiplex PCR ("AMP") chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814. On March 25, 2020, ArcherDX filed an answer denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that U.S. Patent No. 10,538,814 is invalid and not infringed. On April 15, 2020, Natera filed an answer denying ArcherDX’s counterclaims and filed an amended complaint alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, FusionPlex, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, U.S. Patent No. 10,590,482, and U.S. Patent No. 10,597,708, each of which are held by Natera. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of such patents. On May 13, 2020, ArcherDX filed an answer to Natera’s amended complaint denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that the asserted patents are invalid and not infringed. On June 3, 2020, Natera filed an answer denying ArcherDX’s counterclaims. On June 4, 2020, ArcherDX filed a motion seeking dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and for a judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On August 6, 2020, Natera filed another complaint against ArcherDX in the United States District Court for the District of Delaware alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,731,220. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of the patent. On October 13, 2020, the court issued an order denying ArcherDX's motion for dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and declined to enter judgment that U.S. Patent No. 10,538,814, U.S. Patent
No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On January 12, 2021, the court issued an order granting Natera leave to amend its complaint to add Invitae as a co-defendant and plead allegations that ArcherDX and Invitae induce end-users to infringe the patents-in-suit. Natera filed its second amended complaint (“Second Amended Complaint”) on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction order was issued on June 28, 2021. On October 27, 2021, Natera filed its third amended complaint (“Third Amended Complaint”) to add a Certificate of Correction to U.S. Patent No. 10,590,482. On November 3, 2021, ArcherDX filed its answer and counterclaims to Natera's Third Amended Complaint, adding an inequitable conduct defense and declaratory judgment counterclaims. Discovery concluded in December 2021. On January 21, 2022, Natera, ArcherDX and Invitae moved for summary judgment, wherein Natera seeks a determination on certain legal and equitable defenses and ArcherDX and Invitae seek a determination of non-infringement and invalidity of the asserted patents. Those motions were denied by order dated February 6, 2023. Following a one-week jury trial, on May 15, 2023, a jury found the asserted claims of U.S. Patent Nos. 10,557,172, 10,731,220, and 10,597,708 valid and directly infringed, with no finding of indirect infringement by ArcherDX’s customers, and awarded damages totaling $19.4 million in lost profits and reasonable royalties. On June 15, 2023, Natera moved to permanently enjoin infringing sales of PCM in light of the jury verdict, which ArcherDX opposed on numerous grounds in its response filed on July 18, 2023. On June 22, 2023, a bench trial was held on ArcherDX’s equitable defense that U.S. Patent Nos. 10,557,172 and 10,731,220 are unenforceable under the doctrine of prosecution laches. The court has not yet ruled on either Natera’s request for injunctive relief or ArcherDX’s prosecution laches unenforceability defense, nor has the court entered final judgment. We have accrued $19.4 million during the three months ended June 30, 2023 associated with this matter, which is included in general and administrative expenses on the condensed consolidated statement of operations.
In addition, on October 6, 2020, Natera filed a complaint against Genosity in the United States District Court for the District of Delaware, alleging that Genosity's use of its AsTra products, and the manufacture, use, sale, and offer for sale of such products, infringes U.S. Patent No. 10,731,220. Natera's complaint further alleges that Genosity's accused products use ArcherDX's ctDNA and region-specific primers. Genosity filed an answer to the complaint on February 15, 2021, denying Natera's allegations and setting forth affirmative defenses and counterclaims of non-infringement, invalidity and unenforceability due to inequitable conduct. On March 8, 2021, Natera filed a motion to dismiss and strike certain affirmative defenses and counterclaims brought by Genosity relating to inequitable conduct. The court denied that motion on March 14, 2022. The court granted an order granting the parties' stipulated request to stay the case on April 1, 2022.
QIAGEN Sciences
On July 10, 2018, ArcherDX and the General Hospital Corporation d/b/a Massachusetts General Hospital, which we refer to as MGH, filed a lawsuit in the United States District Court for the District of Delaware against QIAGEN Sciences, LLC, QIAGEN LLC, QIAGEN Beverly, Inc., QIAGEN Gaithersburg, Inc., QIAGEN GmbH and QIAGEN N.V., which is collectively referred to herein as QIAGEN, and a named QIAGEN executive who was a former member of ArcherDX’s board of directors, alleging several causes of action, including infringement of the ’810 Patent, trade secret misappropriation, breach of fiduciary duty, false advertising, tortious interference and deceptive trade practices. The ’810 Patent relates to methods for preparing a nucleic acid for sequencing and aspects of ArcherDX’s AMP technology. On October 30, 2019, with the permission of the Court, ArcherDX amended ArcherDX’s complaint to add a claim for infringement of the ’597 Patent. The ’597 Patent relates to methods of preparing and analyzing nucleic acids, such as by enriching target sequences prior to sequencing, and aspects of ArcherDX’s AMP technology. The QIAGEN products that ArcherDX alleges infringe the ’810 Patent and the ’597 Patent include, but are not limited to, QIAseq Targeted DNA Panels, QIAseq Targeted RNAscan Panels, QIAseq Index Kits and QIAseq Immune Repertoire RNA Library Kits. ArcherDX is seeking, among other things, damages for ArcherDX’s lost profits due to QIAGEN’s infringement and a permanent injunction enjoining QIAGEN from marketing and selling the infringing products and from using ArcherDX’s trade secrets. On December 5, 2019, QIAGEN and the named QIAGEN executive submitted their answer denying the allegations in ArcherDX’s complaint and asserting affirmative defenses that, among other things, the ’810 Patent and ’597 Patent are not infringed by QIAGEN’s products, that both patents are invalid, and that the complaint fails to state any claim for which relief may be granted. On March 1, 2021, each of ArcherDX and QIAGEN moved for summary judgment on issues relating to infringement and validity of ArcherDX's patents, breach of fiduciary duty and trade secret misappropriation. On June 18, 2021, ArcherDX informed the court that it would not assert the following claims to streamline the issues for trial: trade secret misappropriation, false advertising, deceptive trade practices, and tortious interference. The court denied QIAGEN's motion for summary judgment on trade secret misappropriation as moot on June 21, 2021,
denied QIAGEN's motion for summary judgment on breach of fiduciary duty on July 26, 2021, and granted QIAGEN's motion for summary judgment of no literal infringement of the '810 Patent on August 21, 2021. Trial proceeded on August 23 through August 27, 2021, resulting in a unanimous jury verdict, which found that: (i) all asserted claims of the '810 and '597 Patents are valid, (ii) QIAGEN willfully infringed the asserted claims of the '810 patent (under the doctrine of equivalents) and the '597 patent (literal infringement), and (iii) ArcherDX and MGH are entitled to recover approximately $4.7 million in damages. On September 30, 2022, the court issued an order denying QIAGEN's post-trial motion for a new trial or altered verdict, granting ArcherDX's post-trial motion for ongoing royalty at a rate of 7% along with supplemental damages and interest, and denying ArcherDX's motion for an injunction with leave to renew after an evidentiary hearing. On August 2, 2023, the Court denied ArcherDX’s request to modify the scope of its proposed permanent injunction. The court entered final judgment on August 8, 2023.
v3.23.2
Stockholders' equity
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Stockholders' equity
8. Stockholders' equity
Shares outstanding
Shares of common stock were as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Common stock:
Shares outstanding, beginning of period260,675 228,824 245,562 228,116 
Common stock issued in connection with the convertible senior notes exchange— — 14,220 — 
Common stock issued on exercise of stock options, net1 46 2 133 
Common stock issued pursuant to vesting of RSUs4,251 4,132 4,966 4,753 
Common stock issued pursuant to employee stock purchase plan1,835 1,535 1,835 1,535 
Common stock issued pursuant to acquisitions— 230 177 230 
Shares outstanding, end of period266,762 234,767 266,762 234,767 
Common Stock
As of June 30, 2023 and December 31 2022, we had 600 million shares of common stock authorized with a par value of $0.0001.
Convertible preferred stock
In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). As of June 30, 2023 and December 31, 2022, we had 20 million shares of preferred stock authorized, of which 3,458,823 shares were designated as Series A convertible preferred stock. As of June 30, 2023 and December 31, 2022, there were no shares of preferred stock or Series A convertible preferred stock outstanding.
Sales Agreement
In May 2021, we entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC (“Cowen”) under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $400.0 million. Per the terms of the agreement, Cowen will receive a commission of up to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2021 Sales Agreement.
During the three and six months ended June 30, 2023 and 2022, respectively, we did not sell any common stock under the 2021 Sales Agreement.
Senior Secured 2028 Notes
In connection with the issuance of the Senior Secured 2028 Notes on March 7, 2023, we and Deerfield Partners, L.P. (the "selling stockholder"), also entered into a registration rights agreement ("Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, on March 17, 2023, we filed a registration statement to register 111,627,888 shares of common stock issuable upon conversion of the Series B Notes or exercise of the warrants ("Registrable Securities") issuable in connection with certain prepayments of the Series B Notes or Series A Notes, which registration statement was declared effective on April 21, 2023. The selling stockholder may from time to time offer and sell any or all of such issued shares of common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. We will receive the proceeds from any exercise of the warrants on a cash basis.
Additionally, under the terms of the purchase and exchange agreements, we exchanged $305.7 million aggregate principal amount of 2024 Notes for $275.3 million aggregate principal amount of Series A Notes and 14,219,859 shares of the Company’s common stock, and we issued and sold $30.0 million aggregate principal amount of Series B Notes for cash. See Note 7, "Commitments and contingencies" under the heading "Convertible senior notes—Convertible senior secured notes due 2028" for additional information.
v3.23.2
Stock incentive plans
 6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Stock incentive plans
9. Stock incentive plans
Stock incentive plans
In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our board of directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market value of our common stock on the grant date, as determined by our board of directors. The terms of options granted under the 2010 Plan may not exceed ten years.
In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering. Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards.
Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock.
Restricted stock units ("RSUs") generally vest ratably in quarterly installments over a period of two years, with certain awards that include a portion that vests immediately upon grant. The vesting schedule for grants to the executive team and periods prior to 2022 generally vest ratably in annual installments over a period of three years, commencing on the first anniversary of the grant date. We have also granted certain awards in connection with our management incentive plan that vest over a period of two years. Performance-based restricted stock units ("PRSUs") vest upon the achievement of certain performance conditions subject to the employees' continued service relationship with us.
In April 2021, we granted RSUs in connection with the acquisition of Genosity Inc. ("Genosity") having a value of up to $5.0 million to certain continuing employees. We recognized stock-based compensation expense of $0.4 million and $0.5 million during the three months ended June 30, 2023 and 2022, respectively, and $0.8 million and $0.9 million during the six months ended June 30, 2023 and 2022, respectively, which was primarily included in research and development expense in our condensed consolidated statements of operations. In September 2021, we granted RSUs in connection with the acquisition of the Ciitizen Corporation ("Ciitizen") having a value of up to $246.9 million to certain continuing employees. We recognized stock-based compensation expense of $16.2 million and $25.1 million during the three months ended June 30, 2023 and 2022, respectively, and $30.9 million and
$50.0 million during the six months ended June 30, 2023 and 2022, respectively, which was primarily included in research and development expense in our condensed consolidated statements of operations.
Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share data and years):
 Shares Available For GrantStock Options OutstandingWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
Balances at December 31, 202212,625 2,541 $8.49 6.6$16 
Additional shares reserved9,822 — 
Options granted(325)325 1.46 
Options cancelled304 (304)8.32 
Options exercised— (2)0.86 
RSUs and PRSUs granted(13,141)— 
RSUs and PRSUs cancelled1,733 — 
Balances at June 30, 202311,018 2,560 $7.62 6.9$2 
Options exercisable at June 30, 20231,184 $11.81 4.3$2 
Options vested and expected to vest at June 30, 20232,378 $7.99 6.7$2 
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of our common stock for stock options that were in-the-money.
The following table summarizes RSU, including PRSU, activity (in thousands, except per share data):
 Number of SharesWeighted- Average Grant Date Fair Value Per Share
Balance at December 31, 202211,895 $11.70 
RSUs granted13,141 $1.26 
RSUs vested(4,966)$9.13 
RSUs cancelled(1,732)$9.04 
Balance at June 30, 202318,338 $5.17 
Stock-based compensation
The following table summarizes stock-based compensation expense included in the condensed consolidated statements of operations (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Cost of revenue$1,088 $2,634 $2,036 $4,499 
Research and development20,873 38,366 39,719 70,360 
Selling and marketing2,292 4,964 4,891 7,873 
General and administrative6,317 11,115 12,906 21,169 
Restructuring and other costs(206)— 5 — 
Total stock-based compensation expense$30,364 $57,079 $59,557 $103,901 
Stock-based compensation expense included in restructuring expense was primarily related to the accelerated vesting of RSUs held by certain employees whose employment was terminated as part of the strategic realignment. Additionally, certain employees were granted retention-related RSUs in August 2022 as part of the strategic realignment, which vest on the first anniversary of the grant date. During the three months ended June 30, 2023, two employees that were granted retention-related RSUs exited the Company, which resulted in the reversal of the related stock-based compensation expense.
v3.23.2
Restructuring and other costs
 6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and other costs
10. Restructuring and other costs
In July 2022, we initiated a strategic realignment of our operations to reduce operating costs. The strategic realignment includes a reduction in workforce, lab and office space consolidation, elimination of business activities and services, decrease in other operating expenses, as well as a reduced international footprint. Under this strategic realignment, we reduced our workforce by approximately 1,000 employees with a majority of these employees separating from the Company by September 30, 2022 and the remaining affected employees transitioning over varying periods of time up to 12 months. Employees who were impacted by the restructuring were eligible to receive severance benefits contingent upon an impacted employee’s execution (and non-revocation, where applicable) of a separation agreement, which included a general release of claims against us.
The following table summarizes the expenses related to our strategic realignment recognized in restructuring and other costs in our condensed consolidated statement of operations (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Employee severance and benefits$(20)$— $1,263 $— 
Impairments and losses on disposals of long-lived assets, net80,841 4,817 131,195 4,817 
Other restructuring costs177 — 1,096 — 
Total restructuring and other costs$80,998 $4,817 $133,554 $4,817 
Employee severance and benefits are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of RSUs related to workforce reductions. See Note 9, "Stock incentive plans" for additional information about the accelerated vesting of RSUs. Impairments and losses on disposals of long-lived assets, net include the write-off of the remaining carrying value of developed technology intangible assets as a result of management's decision to cease the use or exploration of strategic alternatives for its developed technology intangible assets, operating lease impairments, and losses on disposals of leasehold improvements associated with the exit of certain lab and office space and the related equipment. See Note 4, "Intangible assets, net" for additional information about the write-off of developed technology intangible assets. See Note 7, "Commitments and contingencies" under the heading "Leases" for additional information about operating lease impairments. See Note 5, "Balance sheet components" for additional information about net losses on disposal of property and equipment. Other restructuring costs include professional fees in relation to restructuring activities and contract exit costs including our decision to cease the use or exploration of strategic alternatives for its developed technologies. See Note 4, "Intangible assets, net" for additional information.
We expect to incur additional other restructuring costs primarily related to third-party costs up to $3.6 million. This reflects the best estimate of the Company as of the date hereof, which may be revised in subsequent periods as the strategic realignment plan progresses.
The following table summarizes the changes in liabilities associated with our strategic realignment initiatives, including restructuring and other costs incurred and cash payments as of June 30, 2023 (in thousands):
Employee severance and benefitsOther restructuring costsTotal
Beginning balance$— $— $— 
Accruals35,237 7,405 42,642 
Payments(32,974)(5,464)(38,438)
Balance at December 31, 2022
2,263 1,941 4,204 
Accruals1,258 1,170 2,428 
Payments(3,191)(1,918)(5,109)
Balance at June 30, 2023
$330 $1,193 $1,523 
The restructuring liabilities are included in accrued liabilities in the condensed consolidated balance sheets. We expect that substantially all of the remaining accrued restructuring liabilities will be paid in cash in 2023. The charges recognized in the roll forward of our accrued restructuring liabilities do not include items charged directly to expense for asset impairments and losses on disposals of long-lived assets, accelerated vesting of RSUs, and other periodic exit costs, as those items are not reflected in our restructuring liabilities in our condensed consolidated balance sheets.
v3.23.2
Income Taxes
 6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
11. Income taxes
We recorded income tax benefit of $0.9 million and $3.6 million during the three months ended June 30, 2023 and 2022, respectively, and $1.9 million and $38.5 million during the six months ended June 30, 2023 and 2022, respectively, which was included in income tax benefit in the condensed consolidated statements of operations. The income tax benefit for the three months ended June 30, 2023 is primarily related to a $0.7 million release of federal valuation allowances as a result of impact on our deferred taxes related to Internal Revenue Code Section 174 research and experimental expense capitalization and impairment of acquired technology intangible assets related to a patient data platform, which enabled the associated deferred tax liability to serve as a source of income to support the realization of existing deferred tax assets for which a valuation allowance had previously been established. The income tax benefit for the six months ended June 30, 2023 is primarily related to a $1.6 million release of federal valuation allowances as a result of the impact on our deferred taxes related to Internal Revenue Code Section 174 research and experimental expense capitalization and right-of-use asset impairments, which enabled the associated deferred tax liability to serve as a source of income to support the realization of existing deferred tax assets for which a valuation allowance had previously been established.
As of June 30, 2023, we maintained $59.3 million of unrecognized tax benefits, of which $0.2 million, if recognized, would affect the Company’s effective tax rate. The remainder has been recorded as a reduction to the Company’s deferred tax assets and, if recognized, would not have an impact on the effective tax rate due to existing valuation allowance against such deferred tax assets. It is possible that the Company’s unrecognized tax benefits could change within the next twelve months due to activities of tax authorities, including possible settlement of audits, should any arise, or through normal expiration of statutes of limitations.
The Company’s policy is to include penalties and interest expense related to income taxes as a component of tax expense. As of June 30, 2023, there were no accrued interest and penalties related to the unrecognized tax benefits.
Effective for tax years beginning on or after January 1, 2022, pursuant to the Tax Cuts and Jobs Act of 2017, companies are required to capitalize and amortize Internal Revenue Code Section 174 research and experimental expenses paid or incurred over five years for research and development performed in the United States and 15 years for research and development performed outside of the United States. As a result of the Internal Revenue Code Section 174 research and experimental expense capitalization, the Company recognized a deferred tax asset for the future tax benefit of the amortization deductions with offsetting increase in the valuation allowance on deferred tax assets.
The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance and others. At this time, none of the IRA tax provisions are expected to have a material impact to the Company's tax provision. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IRA to determine whether any adjustments are needed to the Company's tax provision in future periods.
v3.23.2
Net loss per share
 6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Net loss per share
12. Net loss per share
The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Net loss$(206,511)$(2,523,461)$(398,694)$(2,705,320)
Shares used in computing net loss per share, basic and diluted263,836 232,117 256,910 230,304 
Net loss per share, basic and diluted$(0.78)$(10.87)$(1.55)$(11.75)
Common stock issuable in connection with our Convertible Senior Notes and the Senior Secured 2028 Notes participate in any dividends that may be declared by the Company and are therefore considered to be participating securities. The net losses were attributable entirely to common stockholders since the participating securities did not have a contractual obligation to share in the Company’s losses.
The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Shares of common stock subject to outstanding options2,496 2,922 2,432 2,947 
Shares of common stock subject to outstanding RSUs and PRSUs19,163 21,136 15,302 18,550 
Shares of common stock pursuant to ESPP2,673 2,248 3,223 2,648 
Shares of common stock subject to convertible senior notes conversion28,122 38,403 28,122 38,403 
Shares of common stock subject to convertible senior secured notes conversion118,317 — 75,827 — 
Total shares of common stock equivalents170,771 64,709 124,906 62,548 
v3.23.2
Geographic information
 6 Months Ended
Jun. 30, 2023
Segments, Geographical Areas [Abstract]  
Geographic information
13. Geographic information
Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
United States$113,270 $120,110 $223,734 $228,405 
Canada2,289 2,721 4,390 5,018 
United Kingdom648 1,774 1,834 3,921 
Rest of world4,325 12,017 7,930 22,969 
Total revenue$120,532 $136,622 $237,888 $260,313 
v3.23.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Pay vs Performance Disclosure        
Net loss $ (206,511) $ (2,523,461) $ (398,694) $ (2,705,320)
v3.23.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.2
Summary of significant accounting policies (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Basis of presentation
Basis of presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. The results for the three and six months ended June 30, 2023 are not necessarily indicative of the results expected for the full fiscal year or any other periods.
Principles of consolidation
Principles of consolidation
Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Use of estimates
Use of estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis.
Prior period reclassifications
Prior period reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation. Loss on disposal of property and equipment is now included in restructuring and other costs in the condensed consolidated statements of operations. This reclassification had no effect on the previously reported results of operations.
Concentrations of credit risk and other risks and uncertainties
Concentrations of credit risk and other risks and uncertainties
Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits often exceed federally insured limits.
Fair value of financial instruments
Fair value of financial instruments
Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued liabilities, operating and finance leases obligations, liabilities associated with business combinations, and convertible senior notes. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our operating and finance leases approximates their fair values. Liabilities associated with business combinations and the convertible senior secured notes due 2028 are recorded at their estimated fair value.
Fair value option election
The fair value option provides an election that allows an entity to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. We have elected to apply the fair value option to our 4.50% Series A and B convertible senior secured notes due 2028 (collectively, the "Senior Secured 2028 Notes") and stock payable liabilities resulting from business combinations.
The convertible senior secured notes accounted for under the fair value option election pursuant to ASC 825, Financial Instruments, are each a debt host financial instrument containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and recurring estimated fair value measurements under ASC 815, Derivatives and Hedging. Notwithstanding, ASC 825 provides for the fair value option election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments. When the fair value option election is applied to financial liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting period date. The estimated fair value adjustment related to the portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive loss, with the remaining amount of the fair value adjustment recognized in other income (expense), net in our condensed consolidated statements of operations. We have elected to present the component related to accrued interest in the change in fair value of the Senior Secured 2028 Notes.
In circumstances where an acquisition involves certain indemnification hold-backs that are settled in shares of our common stock, we recognize a stock payable liability based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. We remeasure this liability each reporting period and record changes in the fair value related to stock payable liabilities in other income (expense), net in our condensed consolidated statements of operations.
Restructuring and other costs
Restructuring and other costs
Restructuring and other costs are comprised of employee severance and benefits, asset impairments and losses on asset disposals, and other costs primarily related to implementing our strategic realignment. Employee severance and benefit costs are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of stock awards related to workforce reductions. We recognize costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit and Disposal Cost Obligations, and other costs and liabilities associated with nonretirement postemployment benefits in accordance with ASC 712, Nonretirement Postemployment Benefits. Liabilities are based on the estimate of fair value in the period the liabilities are incurred, with subsequent changes to the liability recognized as adjustments in the period of change. We recognize losses on asset disposals in accordance with ASC 360, Impairment or Disposal of Long-Lived Assets. Restructuring and other costs are recognized as an operating expense within the condensed consolidated statements of operations and related liabilities are recorded within accrued liabilities in the condensed consolidated balance sheets.
Recent accounting pronouncements
Recent accounting pronouncements
We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the "FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our condensed consolidated financial statements.
Recently adopted accounting pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted the amendments in this update on January 1, 2023 with no impact to our consolidated financial statements at the date of adoption. The amendments will be applied prospectively to future business combinations.
v3.23.2
Summary of significant accounting policies (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Summary of restrictions on cash and cash equivalents
Cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets are reconciled to the amounts reported in the condensed consolidated statements of cash flows as follows (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$222,758 $303,626 
Restricted cash10,508 10,026 
Total cash, cash equivalents and restricted cash$233,266 $313,652 
Schedule of cash and cash equivalents
Cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets are reconciled to the amounts reported in the condensed consolidated statements of cash flows as follows (in thousands):
June 30, 2023June 30, 2022
Cash and cash equivalents$222,758 $303,626 
Restricted cash10,508 10,026 
Total cash, cash equivalents and restricted cash$233,266 $313,652 
v3.23.2
Revenue, accounts receivable and deferred revenue (Tables)
 6 Months Ended
Jun. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregated revenue
The following tables present disaggregated revenue by customer and product offering by category (in thousands):
 PatientInstitutionThree Months Ended June 30, 2023
 InsuranceDirect
Product:
Oncology$52,145 $1,848 $5,809 $59,802 
Women's health21,534 3,504 1,539 26,577 
Rare diseases13,919 2,562 5,476 21,957 
Data/services— — 12,196 12,196 
Total revenue$87,598 $7,914 $25,020 $120,532 
 PatientInstitutionThree Months Ended June 30, 2022
 InsuranceDirect
Product:
Oncology$53,656 $2,858 $24,690 $81,204 
Women's health19,311 5,050 2,264 26,625 
Rare diseases7,999 2,512 6,640 17,151 
Data/services— — 11,642 11,642 
Total revenue$80,966 $10,420 $45,236 $136,622 
 PatientInstitutionSix Months Ended June 30, 2023
 InsuranceDirect
Product:
Oncology$102,760 $3,553 $13,795 $120,108 
Women's health41,744 6,916 2,798 51,458 
Rare diseases25,346 4,951 11,792 42,089 
Data/services— — 24,233 24,233 
Total revenue$169,850 $15,420 $52,618 $237,888 
 PatientInstitutionSix Months Ended June 30, 2022
 InsuranceDirect
Product:
Oncology$102,194 $6,294 $44,891 $153,379 
Women's health36,076 11,054 4,286 51,416 
Rare diseases14,600 5,229 12,905 32,734 
Data/services— — 22,784 22,784 
Total revenue$152,870 $22,577 $84,866 $260,313 
Schedule of change in estimate In subsequent periods, we update our estimate of the amounts recognized for previously delivered tests resulting in the following (decreases) increases to revenue and (decreases) increases to our net (loss) income from operations and basic and diluted net (loss) income per share (in millions, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Revenue$(1.3)$1.2 $(4.3)$2.4 
(Loss) income from operations$(1.3)$1.2 $(4.3)$2.4 
Net (loss) income per share, basic and diluted$(0.00)$0.01 $(0.02)$0.01 
v3.23.2
Intangible Assets, Net (Tables)
 6 Months Ended
Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets, indefinite-lived
The following table presents details of our acquired intangible assets as of June 30, 2023 (in thousands):
June 30, 2023
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$40,928 $(19,707)$— $21,221 10.8
Developed technology1,138,702 (219,887)(82,355)836,460 11.0
Trade name21,072 (4,829)— 16,243 12.0
 $1,200,702 $(244,423)$(82,355)$873,924 11.0
The following table presents details of our acquired intangible assets as of December 31, 2022 (in thousands):
December 31, 2022
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(17,675)$(359)$23,481 10.8
Developed technology1,174,506 (183,133)(19,426)971,947 10.8
Non-compete agreement286 (286)— — —
Trade name21,085 (3,964)— 17,121 12.0
Patent assets and licenses495 (156)(339)— —
Right to develop new technology19,359 (2,474)(16,885)— —
 $1,257,246 $(207,688)$(37,009)$1,012,549 10.8
Schedule of intangible assets, finite-lived
The following table presents details of our acquired intangible assets as of June 30, 2023 (in thousands):
June 30, 2023
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$40,928 $(19,707)$— $21,221 10.8
Developed technology1,138,702 (219,887)(82,355)836,460 11.0
Trade name21,072 (4,829)— 16,243 12.0
 $1,200,702 $(244,423)$(82,355)$873,924 11.0
The following table presents details of our acquired intangible assets as of December 31, 2022 (in thousands):
December 31, 2022
 
Cost
Accumulated
Amortization
Asset Disposals/Impairments
Net
Weighted-Average
Useful Life
(In Years)
Customer relationships$41,515 $(17,675)$(359)$23,481 10.8
Developed technology1,174,506 (183,133)(19,426)971,947 10.8
Non-compete agreement286 (286)— — —
Trade name21,085 (3,964)— 17,121 12.0
Patent assets and licenses495 (156)(339)— —
Right to develop new technology19,359 (2,474)(16,885)— —
 $1,257,246 $(207,688)$(37,009)$1,012,549 10.8
Summary of estimated future amortization expense of intangible assets with finite lives
The following table summarizes our estimated future amortization expense of intangible assets with finite lives as of June 30, 2023 (in thousands):
2023 (remainder of year)$51,302 
2024102,326 
2025100,573 
2026100,539 
202799,873 
Thereafter419,311 
Total estimated future amortization expense$873,924 
v3.23.2
Balance sheet components (Tables)
 6 Months Ended
Jun. 30, 2023
Balance Sheet Related Disclosures [Abstract]  
Schedule of inventory Inventory consisted of the following (in thousands):
 June 30, 2023December 31, 2022
Raw materials$20,814 $29,992 
Work in progress— 382 
Finished goods— 12 
Total inventory$20,814 $30,386 
Schedule of property and equipment
Property and equipment consisted of the following (in thousands):
June 30, 2023December 31, 2022
Leasehold improvements$73,324 $73,095 
Laboratory equipment60,835 67,261 
Computer equipment13,839 13,511 
Furniture and fixtures1,365 1,427 
Construction-in-progress12,752 21,006 
Other6,208 2,996 
Total property and equipment, gross168,323 179,296 
Accumulated depreciation(76,232)(70,573)
Total property and equipment, net$92,091 $108,723 
Schedule of accrued liabilities
Accrued liabilities consisted of the following (in thousands):
 June 30, 2023December 31, 2022
Accrued compensation and related expenses$36,505 $25,315 
Accrued expenses26,920 23,628 
Accrued litigation25,406 905 
Compensation and other liabilities associated with business combinations3,887 5,335 
Deferred revenue5,239 4,814 
Accrued interest4,595 6,646 
Accrued royalties2,151 3,177 
Other accrued liabilities3,248 4,568 
Total accrued liabilities$107,951 $74,388 
v3.23.2
Fair value measurements (Tables)
 6 Months Ended
Jun. 30, 2023
Fair Value Disclosures [Abstract]  
Financial instruments at fair value on a recurring basis
The following tables set forth the fair value of our financial instruments that were measured at fair value on a recurring basis (in thousands):
 June 30, 2023
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$221,179 $3 $— $221,182 $221,182 $— $— 
U.S. Treasury notes15,649 4 — 15,653 15,653 — — 
U.S. government agency securities86,660 74 (8)86,726 — 86,726 — 
Total financial assets$323,488 $81 $(8)$323,561 $236,835 $86,726 $— 
Financial liabilities:
Stock payable liability$251 $— $— $251 
Contingent consideration25 — — 25 
Convertible senior secured notes249,571 — — 249,571 
Total financial liabilities$249,847 $— $— $249,847 
 June 30, 2023
Reported as: 
Cash equivalents$210,674 
Restricted cash10,508 
Marketable securities102,379 
Total cash equivalents, restricted cash, and marketable securities$323,561 
Convertible senior secured notes$249,571 
Other long-term liabilities276 
Total liabilities$249,847 
 December 31, 2022
 
Amortized
Cost
Gross Unrealized GainsGross Unrealized Losses
Estimated
Fair Value
   
 Level 1Level 2Level 3
Financial assets:       
Money market funds$158,931 $— $— $158,931 $158,931 $— $— 
U.S. Treasury notes193,685 1 (123)193,563 193,563 — — 
U.S. government agency securities96,006 55 (13)96,048 — 96,048 — 
Total financial assets$448,622 $56 $(136)$448,542 $352,494 $96,048 $— 
Financial liabilities:
Stock payable liability$744 $— $— $744 
Contingent consideration25 — — 25 
Total financial liabilities$769 $— $— $769 
 December 31, 2022
Reported as: 
Cash equivalents$148,901 
Restricted cash10,030 
Marketable securities289,611 
Total cash equivalents, restricted cash, and marketable securities$448,542 
Other long-term liabilities$769 
Rollforward of stock payable liability and contingent consideration The following tables include a rollforward of the stock payable liability, contingent consideration, and Senior Secured 2028 Notes classified within Level 3 of the fair value hierarchy (in thousands):
Three Months Ended June 30, 2023
 Stock Payable LiabilityContingent ConsiderationConvertible Senior Secured Notes
Fair value at March 31, 2023$300 $25 $282,938 
Changes in fair value(49)— (20,619)
Changes in fair value related to instrument-specific credit risk— — (9,008)
Cash payments for interest— — (3,740)
Fair value at June 30, 2023
$251 $25 $249,571 
Six Months Ended June 30, 2023
 Stock Payable LiabilityContingent ConsiderationConvertible Senior Secured Notes
Fair value at December 31, 2022$744 $25 $— 
Issuance of convertible senior secured notes at fair value— — 301,071 
Changes in fair value(267)— (38,923)
Changes in fair value related to instrument-specific credit risk— — (8,837)
Settlements(226)— — 
Cash payments for interest— — (3,740)
Fair value at June 30, 2023
$251 $25 $249,571 
Three Months Ended June 30, 2022
 Stock Payable LiabilityContingent Consideration
Fair value at March 31, 2022$10,922 $2,029 
Change in fair value(6,190)(2,004)
Settlements(1,950)— 
Fair value at June 30, 2022
$2,782 $25 
Six Months Ended June 30, 2022
 Stock Payable LiabilityContingent Consideration
Fair value at December 31, 2021$20,925 $1,875 
Change in fair value(16,193)(1,850)
Settlements(1,950)— 
Fair value at June 30, 2022
$2,782 $25 
Summary of significant inputs in the binomial lattice model
Significant inputs into the binomial lattice model as of June 30, 2023 and March 7, 2023 were as follows:
June 30, 2023March 7, 2023
Stock price$1.13$1.65
Conversion price$2.58$2.58
Volatility105.0 %107.5 %
Risk-free interest rate4.23 %4.35 %
Credit spread15.06 %13.76 %
Cost of debt19.3 %18.1 %
Term (years)4.715.02
v3.23.2
Commitments and contingencies (Tables)
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
Components of debt Our 2024 Notes and 2028 Notes (collectively, our "Convertible Senior Notes") consisted of the following (in thousands):
June 30, 2023December 31, 2022
Outstanding principal$1,194,269 $1,499,996 
Unamortized debt discount and issuance costs(23,658)(29,213)
Net carrying amount$1,170,611 $1,470,783 
v3.23.2
Stockholders' equity (Tables)
 6 Months Ended
Jun. 30, 2023
Equity [Abstract]  
Schedule of convertible preferred and common stock Shares of common stock were as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Common stock:
Shares outstanding, beginning of period260,675 228,824 245,562 228,116 
Common stock issued in connection with the convertible senior notes exchange— — 14,220 — 
Common stock issued on exercise of stock options, net1 46 2 133 
Common stock issued pursuant to vesting of RSUs4,251 4,132 4,966 4,753 
Common stock issued pursuant to employee stock purchase plan1,835 1,535 1,835 1,535 
Common stock issued pursuant to acquisitions— 230 177 230 
Shares outstanding, end of period266,762 234,767 266,762 234,767 
v3.23.2
Stock incentive plans (Tables)
 6 Months Ended
Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of activity under the plans Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share data and years):
 Shares Available For GrantStock Options OutstandingWeighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
Balances at December 31, 202212,625 2,541 $8.49 6.6$16 
Additional shares reserved9,822 — 
Options granted(325)325 1.46 
Options cancelled304 (304)8.32 
Options exercised— (2)0.86 
RSUs and PRSUs granted(13,141)— 
RSUs and PRSUs cancelled1,733 — 
Balances at June 30, 202311,018 2,560 $7.62 6.9$2 
Options exercisable at June 30, 20231,184 $11.81 4.3$2 
Options vested and expected to vest at June 30, 20232,378 $7.99 6.7$2 
Summary of RSU activity
The following table summarizes RSU, including PRSU, activity (in thousands, except per share data):
 Number of SharesWeighted- Average Grant Date Fair Value Per Share
Balance at December 31, 202211,895 $11.70 
RSUs granted13,141 $1.26 
RSUs vested(4,966)$9.13 
RSUs cancelled(1,732)$9.04 
Balance at June 30, 202318,338 $5.17 
Summary of stock based compensation expense The following table summarizes stock-based compensation expense included in the condensed consolidated statements of operations (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Cost of revenue$1,088 $2,634 $2,036 $4,499 
Research and development20,873 38,366 39,719 70,360 
Selling and marketing2,292 4,964 4,891 7,873 
General and administrative6,317 11,115 12,906 21,169 
Restructuring and other costs(206)— 5 — 
Total stock-based compensation expense$30,364 $57,079 $59,557 $103,901 
v3.23.2
Restructuring and other costs (Tables)
 6 Months Ended
Jun. 30, 2023
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs The following table summarizes the expenses related to our strategic realignment recognized in restructuring and other costs in our condensed consolidated statement of operations (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
Employee severance and benefits$(20)$— $1,263 $— 
Impairments and losses on disposals of long-lived assets, net80,841 4,817 131,195 4,817 
Other restructuring costs177 — 1,096 — 
Total restructuring and other costs$80,998 $4,817 $133,554 $4,817 
The following table summarizes the changes in liabilities associated with our strategic realignment initiatives, including restructuring and other costs incurred and cash payments as of June 30, 2023 (in thousands):
Employee severance and benefitsOther restructuring costsTotal
Beginning balance$— $— $— 
Accruals35,237 7,405 42,642 
Payments(32,974)(5,464)(38,438)
Balance at December 31, 2022
2,263 1,941 4,204 
Accruals1,258 1,170 2,428 
Payments(3,191)(1,918)(5,109)
Balance at June 30, 2023
$330 $1,193 $1,523 
v3.23.2
Net loss per share (Tables)
 6 Months Ended
Jun. 30, 2023
Earnings Per Share [Abstract]  
Schedule of earnings per share, basic and diluted The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Net loss$(206,511)$(2,523,461)$(398,694)$(2,705,320)
Shares used in computing net loss per share, basic and diluted263,836 232,117 256,910 230,304 
Net loss per share, basic and diluted$(0.78)$(10.87)$(1.55)$(11.75)
Schedule of antidilutive securities excluded from computation of earnings per share The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Shares of common stock subject to outstanding options2,496 2,922 2,432 2,947 
Shares of common stock subject to outstanding RSUs and PRSUs19,163 21,136 15,302 18,550 
Shares of common stock pursuant to ESPP2,673 2,248 3,223 2,648 
Shares of common stock subject to convertible senior notes conversion28,122 38,403 28,122 38,403 
Shares of common stock subject to convertible senior secured notes conversion118,317 — 75,827 — 
Total shares of common stock equivalents170,771 64,709 124,906 62,548 
v3.23.2
Geographic information (Tables)
 6 Months Ended
Jun. 30, 2023
Segments, Geographical Areas [Abstract]  
Schedule of revenue by country
Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands):
 Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
United States$113,270 $120,110 $223,734 $228,405 
Canada2,289 2,721 4,390 5,018 
United Kingdom648 1,774 1,834 3,921 
Rest of world4,325 12,017 7,930 22,969 
Total revenue$120,532 $136,622 $237,888 $260,313 
v3.23.2
Organization and description of business (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Segment
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]            
Number of operating segments | Segment     1      
Accumulated deficit $ (5,227,835)   $ (5,227,835)   $ (4,829,141)  
Net loss (206,511) $ (2,523,461) (398,694) $ (2,705,320)    
Cash, cash equivalents, and restricted cash 233,266 $ 313,652 233,266 $ 313,652 267,519 $ 933,525
Marketable securities $ 102,379   $ 102,379   $ 289,611  
v3.23.2
Summary of significant accounting policies - Reconciliation of cash, cash equivalents and restricted cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Dec. 31, 2021
Accounting Policies [Abstract]        
Cash and cash equivalents $ 222,758 $ 257,489 $ 303,626  
Restricted cash 10,508 10,030 10,026  
Total cash, cash equivalents and restricted cash $ 233,266 $ 267,519 $ 313,652 $ 933,525
v3.23.2
Revenue, accounts receivable and deferred revenue - Schedule of disaggregated revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Disaggregation of Revenue [Line Items]        
Total revenue $ 120,532 $ 136,622 $ 237,888 $ 260,313
Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 87,598 80,966 169,850 152,870
Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 7,914 10,420 15,420 22,577
Institution        
Disaggregation of Revenue [Line Items]        
Total revenue 25,020 45,236 52,618 84,866
Oncology        
Disaggregation of Revenue [Line Items]        
Total revenue 59,802 81,204 120,108 153,379
Oncology | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 52,145 53,656 102,760 102,194
Oncology | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 1,848 2,858 3,553 6,294
Oncology | Institution        
Disaggregation of Revenue [Line Items]        
Total revenue 5,809 24,690 13,795 44,891
Women's health        
Disaggregation of Revenue [Line Items]        
Total revenue 26,577 26,625 51,458 51,416
Women's health | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 21,534 19,311 41,744 36,076
Women's health | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 3,504 5,050 6,916 11,054
Women's health | Institution        
Disaggregation of Revenue [Line Items]        
Total revenue 1,539 2,264 2,798 4,286
Rare diseases        
Disaggregation of Revenue [Line Items]        
Total revenue 21,957 17,151 42,089 32,734
Rare diseases | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 13,919 7,999 25,346 14,600
Rare diseases | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 2,562 2,512 4,951 5,229
Rare diseases | Institution        
Disaggregation of Revenue [Line Items]        
Total revenue 5,476 6,640 11,792 12,905
Data/services        
Disaggregation of Revenue [Line Items]        
Total revenue 12,196 11,642 24,233 22,784
Data/services | Patient Insurance        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Data/services | Patient Direct        
Disaggregation of Revenue [Line Items]        
Total revenue 0 0 0 0
Data/services | Institution        
Disaggregation of Revenue [Line Items]        
Total revenue $ 12,196 $ 11,642 $ 24,233 $ 22,784
v3.23.2
Revenue, accounts receivable and deferred revenue - Schedule of change in estimate (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total revenue $ 120,532 $ 136,622 $ 237,888 $ 260,313
(Loss) income from operations 226,462 2,520,331 401,833 2,733,564
Change in estimate of revenue recognition        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Total revenue (1,300) 1,200 (4,300) 2,400
(Loss) income from operations $ (1,300) $ 1,200 $ (4,300) $ 2,400
Net loss per share, basic (in dollars per share) $ (0.00) $ 0.01 $ (0.02) $ 0.01
Net loss per share, diluted (in dollars per share) $ (0.00) $ 0.01 $ (0.02) $ 0.01
v3.23.2
Revenue, accounts receivable and deferred revenue - Additional information (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]      
Contract receivable $ 700 $ 700 $ 1,300
Deferred revenue, revenue recognized 1,600 1,700  
Deferred revenue 5,239 5,239 4,814
Long-term contract liability 0 0 100
Refund liability $ 2,500 $ 2,500 $ 4,700
Performance obligation timing   one to six months  
v3.23.2
Intangible Assets, Net - Schedule of intangible assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Accumulated Amortization $ (244,423) $ (207,688)
Asset Disposals/Impairments (82,355) $ (37,009)
Total estimated future amortization expense $ 873,924  
Weighted-Average Useful Life (In Years) 11 years 10 years 9 months 18 days
Cost $ 1,200,702 $ 1,257,246
Net 873,924 1,012,549
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Cost 40,928 41,515
Accumulated Amortization (19,707) (17,675)
Asset Disposals/Impairments 0 (359)
Total estimated future amortization expense $ 21,221 $ 23,481
Weighted-Average Useful Life (In Years) 10 years 9 months 18 days 10 years 9 months 18 days
Developed technology    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,138,702 $ 1,174,506
Accumulated Amortization (219,887) (183,133)
Asset Disposals/Impairments (82,355) (19,426)
Total estimated future amortization expense $ 836,460 $ 971,947
Weighted-Average Useful Life (In Years) 11 years 10 years 9 months 18 days
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Cost $ 21,072 $ 21,085
Accumulated Amortization (4,829) (3,964)
Asset Disposals/Impairments 0 0
Total estimated future amortization expense $ 16,243 $ 17,121
Weighted-Average Useful Life (In Years) 12 years 12 years
Non-compete agreement    
Finite-Lived Intangible Assets [Line Items]    
Cost   $ 286
Accumulated Amortization   (286)
Asset Disposals/Impairments   0
Total estimated future amortization expense   $ 0
Weighted-Average Useful Life (In Years)   0 years
Patent assets and licenses    
Finite-Lived Intangible Assets [Line Items]    
Cost   $ 495
Accumulated Amortization   (156)
Asset Disposals/Impairments   (339)
Total estimated future amortization expense   $ 0
Weighted-Average Useful Life (In Years)   0 years
Right to develop new technology    
Finite-Lived Intangible Assets [Line Items]    
Cost   $ 19,359
Accumulated Amortization   (2,474)
Asset Disposals/Impairments   (16,885)
Total estimated future amortization expense   $ 0
Weighted-Average Useful Life (In Years)   0 years
v3.23.2
Intangible Assets, Net - Additional information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization expense $ 27.7 $ 30.0 $ 56.3 $ 50.2
v3.23.2
Intangible Assets, Net - Summary of estimated future amortization expense of intangible assets with finite lives (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 (remainder of year) $ 51,302
2024 102,326
2025 100,573
2026 100,539
2027 99,873
Thereafter 419,311
Total estimated future amortization expense $ 873,924
v3.23.2
Intangible Assets, Net - Impairment Assessment (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Finite-Lived Intangible Assets [Line Items]              
Goodwill, impairment loss         $ 2,300,000   $ 2,300,000
Intangible asset impairment         30,000   30,000
Gain (Loss) on Disposition of Property Plant Equipment       $ (8,500) (4,800)   (4,800)
Other restructuring costs   $ 1,000 $ 177   $ 0 $ 1,096 $ 0
Developed technology              
Finite-Lived Intangible Assets [Line Items]              
Impairment of intangible assets   $ 2,100 $ 74,800        
Pharmacogenetic Testing              
Finite-Lived Intangible Assets [Line Items]              
Impairment of intangible assets $ 5,500            
v3.23.2
Balance sheet components - Schedule of inventory (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Offsetting [Abstract]    
Raw materials $ 20,814 $ 29,992
Work in progress 0 382
Finished goods 0 12
Total inventory $ 20,814 $ 30,386
v3.23.2
Balance sheet components - Schedule of property and equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Property and equipment    
Total property and equipment, gross $ 168,323 $ 179,296
Accumulated depreciation (76,232) (70,573)
Total property and equipment, net 92,091 108,723
Leasehold improvements    
Property and equipment    
Total property and equipment, gross 73,324 73,095
Laboratory equipment    
Property and equipment    
Total property and equipment, gross 60,835 67,261
Computer equipment    
Property and equipment    
Total property and equipment, gross 13,839 13,511
Furniture and fixtures    
Property and equipment    
Total property and equipment, gross 1,365 1,427
Construction-in-progress    
Property and equipment    
Total property and equipment, gross 12,752 21,006
Other    
Property and equipment    
Total property and equipment, gross $ 6,208 $ 2,996
v3.23.2
Balance sheet components - Additional information (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Balance Sheet Related Disclosures [Abstract]          
Inventory write-off $ 0.7        
Depreciation $ 5.0   $ 5.8 $ 10.4 $ 11.4
Loss on disposal of property and equipment   $ 8.5 $ 4.8   $ 4.8
v3.23.2
Balance sheet components - Schedule of accrued liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]    
Accrued compensation and related expenses $ 36,505 $ 25,315
Accrued expenses 26,920 23,628
Accrued litigation 25,406 905
Compensation and other liabilities associated with business combinations 3,887 5,335
Deferred revenue 5,239 4,814
Accrued interest 4,595 6,646
Accrued royalties 2,151 3,177
Other accrued liabilities 3,248 4,568
Total accrued liabilities $ 107,951 $ 74,388
v3.23.2
Fair value measurements - Financial instruments at fair value on a recurring basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Jun. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost $ 323,488 $ 448,622  
Gross Unrealized Gains 81 56  
Gross Unrealized Losses (8) (136)  
Financial assets: 323,561 448,542  
Convertible senior secured notes, current portion 249,571    
Other long-term liabilities 276 769  
Total financial liabilities 249,847    
Cash equivalents 210,674 148,901  
Restricted cash 10,508 10,030 $ 10,026
Marketable securities 102,379 289,611  
Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 323,561 448,542  
Convertible senior secured notes, current portion 249,571    
Total financial liabilities 249,847 769  
Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 236,835 352,494  
Convertible senior secured notes, current portion 0    
Total financial liabilities 0 0  
Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 86,726 96,048  
Convertible senior secured notes, current portion 0    
Total financial liabilities 0 0  
Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial assets 0 0  
Convertible senior secured notes, current portion 249,571    
Total financial liabilities 249,847 769  
Money market funds      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 221,179 158,931  
Gross Unrealized Gains 3 0  
Gross Unrealized Losses 0 0  
Money market funds | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 221,182 158,931  
Money market funds | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 221,182 158,931  
Money market funds | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
Money market funds | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. Treasury notes      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 15,649 193,685  
Gross Unrealized Gains 4 1  
Gross Unrealized Losses 0 (123)  
U.S. Treasury notes | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 15,653 193,563  
U.S. Treasury notes | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 15,653 193,563  
U.S. Treasury notes | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. Treasury notes | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. government agency securities      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Amortized Cost 86,660 96,006  
Gross Unrealized Gains 74 55  
Gross Unrealized Losses (8) (13)  
U.S. government agency securities | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 86,726 96,048  
U.S. government agency securities | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
U.S. government agency securities | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 86,726 96,048  
U.S. government agency securities | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Financial assets: 0 0  
Stock payable liability | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 251 744  
Stock payable liability | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Stock payable liability | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Stock payable liability | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 251 744  
Contingent consideration | Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 25 25  
Contingent consideration | Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Contingent consideration | Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities 0 0  
Contingent consideration | Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Total financial liabilities $ 25 $ 25  
v3.23.2
Fair value measurements - Rollforward of liabilities at fair value (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Stock Payable Liability        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value, beginning balance $ 300 $ 10,922 $ 744 $ 20,925
Issuance of convertible senior secured notes at fair value     0  
Changes in fair value (100) (6,190) (267) (16,193)
Changes in fair value (49)      
Changes in fair value related to instrument-specific credit risk 0   0  
Settlements   (1,950) (226) (1,950)
Cash payments for interest 0   0  
Fair value, ending balance 251 2,782 251 2,782
Contingent consideration        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value, beginning balance 25 2,029 25 1,875
Issuance of convertible senior secured notes at fair value     0  
Changes in fair value 0 (2,004) 0 (1,850)
Changes in fair value related to instrument-specific credit risk 0   0  
Settlements   0 0 0
Cash payments for interest 0   0  
Fair value, ending balance 25 $ 25 25 $ 25
Convertible Senior Secured Notes        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value, beginning balance 282,938   0  
Issuance of convertible senior secured notes at fair value     301,071  
Changes in fair value (20,619)   (38,923)  
Changes in fair value related to instrument-specific credit risk (9,008)   (8,837)  
Settlements     0  
Cash payments for interest (3,740)   (3,740)  
Fair value, ending balance $ 249,571   $ 249,571  
v3.23.2
Fair value measurements - Additional information (Details) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2023
Apr. 30, 2020
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Mar. 31, 2023
Mar. 07, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Transfers of assets and liabilities between Level 1, Level 2 and Level 3     $ 0   $ 0       $ 0
Interest income     2,300,000 $ 1,800,000 4,300,000 $ 3,000,000      
Fair value of investments with unrealized losses         20,100,000        
Convertible senior secured notes, current portion     249,571,000   249,571,000        
Convertible Senior Secured Notes                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Change in fair value, income (expense)     20,619,000   38,923,000        
Changes in fair value related to instrument-specific credit risk     9,008,000   8,837,000        
Convertible Senior Secured Notes Due in 2028                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Convertible senior secured notes, current portion               $ 301,100,000  
Convertible Senior Secured Notes Due in 2028 | Convertible Senior Secured Notes                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Stated interest rate 4.50%           4.50%    
Aggregate principal amount $ 275,300,000                
Proceeds from issuance of debt $ 30,000,000                
Genelex                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Business acquisition, expected milestone duration   4 years              
Change in fair value of contingent consideration     $ 0 $ (2,000,000) $ 0 $ (1,800,000)      
Minimum                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Remaining contractual maturities         0 years        
Maximum                  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                  
Remaining contractual maturities         8 months        
v3.23.2
Fair value measurements - Summary of significant inputs in the binomial lattice model (Details)
Jun. 30, 2023
Mar. 07, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Term (years) 4 years 8 months 15 days 5 years 7 days
Level 3 | Stock price | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 1.13 1.65
Level 3 | Conversion price | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 2.58 2.58
Level 3 | Volatility | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 1.050 1.075
Level 3 | Risk-free interest rate | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 0.0423 0.0435
Level 3 | Credit spread | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 0.1506 0.1376
Level 3 | Cost of debt | Valuation Technique Bionomial Lattice Model    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Measurement input 0.193 0.181
v3.23.2
Commitments and contingencies - Leases (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Operating Leased Assets [Line Items]          
Finance lease, term of contract 3 years     3 years  
Impairment of leasehold improvements   $ 2,000      
Sublease income $ 300   $ 0 $ 700 $ 0
Exited Leased Premises          
Operating Leased Assets [Line Items]          
Impairment charge   37,800      
Leases Previously Impaired          
Operating Leased Assets [Line Items]          
Impairment charge $ 600 $ 2,300      
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Leases Previously Impaired          
Operating Leased Assets [Line Items]          
Measurement input 0.0775     0.0775  
Minimum          
Operating Leased Assets [Line Items]          
Remaining lease term 1 year     1 year  
Minimum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Exited Leased Premises          
Operating Leased Assets [Line Items]          
Measurement input   0.070      
Minimum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Leases Previously Impaired          
Operating Leased Assets [Line Items]          
Measurement input   0.0750      
Minimum | Measurement Input, Expected Sublease Income | Valuation Technique, Discounted Cash Flow | Exited Leased Premises          
Operating Leased Assets [Line Items]          
Measurement input   7,600      
Minimum | Measurement Input, Expected Sublease Income | Valuation Technique, Discounted Cash Flow | Leases Previously Impaired          
Operating Leased Assets [Line Items]          
Measurement input 100 300   100  
Maximum          
Operating Leased Assets [Line Items]          
Remaining lease term 12 years     12 years  
Maximum | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | Exited Leased Premises          
Operating Leased Assets [Line Items]          
Measurement input   0.080      
Maximum | Measurement Input, Expected Sublease Income | Valuation Technique, Discounted Cash Flow | Exited Leased Premises          
Operating Leased Assets [Line Items]          
Measurement input   35,700      
Maximum | Measurement Input, Expected Sublease Income | Valuation Technique, Discounted Cash Flow | Leases Previously Impaired          
Operating Leased Assets [Line Items]          
Measurement input 400 1,900   400  
v3.23.2
Commitments and contingencies - Debt financing (Details) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2023
Oct. 31, 2020
Jun. 30, 2023
Mar. 31, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
Sep. 30, 2019
Long-term Purchase Commitment [Line Items]                  
Loss on extinguishment of debt     $ 0   $ 0 $ 10,822,000 $ 0    
Payments for debt issuance costs and prepayment fees           28,014,000 0    
Convertible Senior Secured Notes                  
Long-term Purchase Commitment [Line Items]                  
Debt discounts and issuance costs     23,658,000     23,658,000   $ 29,213,000  
Interest expense     5,800,000   7,700,000 13,000,000 15,400,000    
2020 Term Loan | Secured Debt                  
Long-term Purchase Commitment [Line Items]                  
Aggregate principal amount   $ 135,000,000              
Debt discounts and issuance costs   $ 32,800,000              
Interest expense     $ 0   $ 5,900,000 $ 4,100,000 $ 11,800,000    
2020 Term Loan | Secured Debt | Maximum                  
Long-term Purchase Commitment [Line Items]                  
Prepayment fee percent   6.00%              
2020 Term Loan | Secured Debt | Minimum                  
Long-term Purchase Commitment [Line Items]                  
Prepayment fee percent   4.00%              
2020 Term Loan | Secured Debt | LIBOR                  
Long-term Purchase Commitment [Line Items]                  
Floor rate   2.00%              
Basis spread on variable rate   8.75%              
2020 Term Loan | Convertible Senior Secured Notes                  
Long-term Purchase Commitment [Line Items]                  
Repayment of term loan $ 135,000,000                
Payment of accrued interest 2,600,000                
Loss on extinguishment of debt       $ 19,300,000          
Write-off of unamortized debt issuance costs       11,200,000          
Payments for debt issuance costs and prepayment fees       8,100,000          
2024 Notes | Convertible Senior Secured Notes                  
Long-term Purchase Commitment [Line Items]                  
Aggregate principal amount $ 305,700,000               $ 350,000,000
Loss on extinguishment of debt       $ (8,500,000)          
v3.23.2
Commitments and contingencies - Convertible senior notes (Details) - Convertible Senior Secured Notes
 1 Months Ended
Apr. 30, 2021
USD ($)
tradingDay
$ / shares
Sep. 30, 2019
USD ($)
tradingDay
$ / shares
Jun. 30, 2023
USD ($)
Feb. 28, 2023
USD ($)
Dec. 31, 2022
USD ($)
Debt Instrument [Line Items]          
Long-term debt | $     $ 1,170,611,000   $ 1,470,783,000
2024 Notes          
Debt Instrument [Line Items]          
Aggregate principal amount | $   $ 350,000,000   $ 305,700,000  
Stated interest rate   2.00%      
Conversion price (in dollars per share) | $ / shares   $ 29.74      
Redemption price percentage   100.00%      
Number of threshold trading days   20      
Number of consecutive trading days   (30)      
Threshold percentage of stock price trigger   130.00%      
Threshold trading days immediately after five consecutive trading days   5      
Maximum threshold percentage of stock price trigger   98.00%      
Threshold trading days   30      
Long-term debt | $     $ 44,300,000    
Conversion ratio   0.0336293      
Convertible Senior Secured Notes          
Debt Instrument [Line Items]          
Aggregate principal amount | $ $ 1,150,000,000        
Stated interest rate 1.50%        
Conversion price (in dollars per share) | $ / shares $ 43.18        
Redemption price percentage 100.00%        
Number of threshold trading days 20        
Number of consecutive trading days (30)        
Threshold percentage of stock price trigger 150.00%        
Percent of par value 99.00%        
Conversion ratio 0.0231589        
v3.23.2
Commitments and contingencies - Components of debt (Details) - Convertible Senior Secured Notes - USD ($)
$ in Thousands
Jun. 30, 2023
Dec. 31, 2022
Debt Instrument [Line Items]    
Outstanding principal $ 1,194,269 $ 1,499,996
Unamortized debt discount and issuance costs (23,658) (29,213)
Net carrying amount $ 1,170,611 $ 1,470,783
v3.23.2
Commitments and contingencies - Convertible senior secured notes (Details)
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2023
USD ($)
shares
tradingDay
$ / shares
Apr. 30, 2021
USD ($)
tradingDay
$ / shares
Sep. 30, 2019
USD ($)
tradingDay
$ / shares
Jun. 30, 2023
USD ($)
Mar. 31, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Mar. 07, 2023
USD ($)
Debt Instrument [Line Items]                  
Convertible shares issued (in shares) | shares 14,219,859                
Loss on extinguishment of debt, net       $ 0   $ 0 $ (10,822,000) $ 0  
Convertible senior secured notes, current portion       249,571,000     249,571,000    
Debt issuance costs       0   0 19,859,000 0  
Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Change in fair value, income (expense)       20,619,000     38,923,000    
Changes in fair value related to instrument-specific credit risk       (9,008,000)     (8,837,000)    
Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Interest expense       5,800,000   7,700,000 13,000,000 15,400,000  
Debt issuance costs       1,200,000   $ 1,700,000 2,700,000 $ 3,300,000  
2024 Notes                  
Debt Instrument [Line Items]                  
Convertible senior secured notes, current portion       $ 40,400,000     $ 40,400,000    
2024 Notes | Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Aggregate principal amount $ 305,700,000   $ 350,000,000            
Stated interest rate     2.00%            
Conversion price (in dollars per share) | $ / shares     $ 29.74            
Threshold trading days | tradingDay     30            
Number of consecutive trading days | tradingDay     30            
Redemption price percentage     100.00%            
Loss on extinguishment of debt, net         $ 8,500,000        
Effective interest rate       2.56%     2.56%    
Convertible Senior Secured Notes Due in 2028                  
Debt Instrument [Line Items]                  
Convertible senior secured notes, current portion                 $ 301,100,000
Convertible Senior Secured Notes Due in 2028 | Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Aggregate principal amount $ 275,300,000                
Stated interest rate 4.50%       4.50%        
Proceeds from issuance of debt $ 30,000,000                
Conversion price (in dollars per share) | $ / shares $ 2.58                
Convertible shares (in shares) | shares 118,316,667                
Aggregate common stock converted (in shares) | shares 141,979,975                
Threshold trading days | tradingDay 60                
Redemption price percentage       100.00%          
Minimum revenue in last four quarters $ 250,000,000                
Minimum liquidity 15.00%                
Fair value of debt instrument       $ 249,600,000     $ 249,600,000   $ 301,100,000
Debt issuance costs $ 19,900,000                
Minimum percentage of principal notes outstanding for warrants to be issued 0.10                
Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Convertible senior secured notes, current portion       $ 481,400,000     $ 481,400,000    
Convertible Senior Secured Notes | Convertible Senior Secured Notes                  
Debt Instrument [Line Items]                  
Aggregate principal amount   $ 1,150,000,000              
Stated interest rate   1.50%              
Conversion price (in dollars per share) | $ / shares   $ 43.18              
Number of consecutive trading days | tradingDay   30              
Redemption price percentage   100.00%              
Effective interest rate       1.95%     1.95%    
v3.23.2
Commitments and contingencies - Other commitments and contingencies (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 27, 2021
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Jul. 27, 2023
USD ($)
Unit
Sep. 30, 2022
Debt Instrument [Line Items]              
Convertible senior secured notes, current portion   $ 249,571   $ 249,571      
Debt issuance costs   0 $ 0 19,859 $ 0    
Royalty rate             7.00%
Subsequent event              
Debt Instrument [Line Items]              
Termination fee           $ 2,000  
Minimum purchase, units | Unit           2  
Minimum purchase           $ 30,000  
Natera vs ArcherDX              
Debt Instrument [Line Items]              
Awarded damages   19,400          
Litigation expense   19,400          
Convertible Senior Secured Notes              
Debt Instrument [Line Items]              
Interest expense   5,800 7,700 13,000 15,400    
Debt issuance costs   1,200 $ 1,700 2,700 $ 3,300    
Convertible Senior Secured Notes              
Debt Instrument [Line Items]              
Convertible senior secured notes, current portion   481,400   481,400      
2024 Notes              
Debt Instrument [Line Items]              
Convertible senior secured notes, current portion   40,400   40,400      
Positive outcome of litigation              
Debt Instrument [Line Items]              
Damages $ 4,700            
Service agreements and laboratory supplies              
Debt Instrument [Line Items]              
Noncancelable unconditional purchase commitments   $ 25,500   $ 25,500      
v3.23.2
Stockholders' equity - Schedule of convertible preferred and common stock (Details) - shares
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2023
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Convertible shares issued (in shares) 14,219,859        
Common stock:          
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Shares outstanding, beginning of period   260,675,000 228,824,000 245,562,000 228,116,000
Convertible shares issued (in shares)   0 0 14,220,000 0
Common stock issued on exercise of stock options, net (in shares)   1,000 46,000 2,000 133,000
Common stock issued pursuant to vesting of RSUs (in shares)   4,251,000 4,132,000 4,966,000 4,753,000
Common stock issued pursuant to employee stock purchase plan (in shares)   1,835,000 1,535,000 1,835,000 1,535,000
Common stock issued pursuant to acquisitions (in shares)   0 230,000 177,000 230,000
Shares outstanding, end of period   266,762,000 234,767,000 266,762,000 234,767,000
v3.23.2
Stockholders' equity - Additional information (Details)
 1 Months Ended 3 Months Ended 6 Months Ended
Feb. 28, 2023
USD ($)
shares
May 30, 2021
USD ($)
Jun. 30, 2023
$ / shares
shares
Jun. 30, 2022
shares
Jun. 30, 2023
USD ($)
$ / shares
shares
Jun. 30, 2022
USD ($)
shares
Mar. 17, 2023
shares
Dec. 31, 2022
$ / shares
shares
Sep. 30, 2019
USD ($)
Aug. 31, 2017
$ / shares
Class of Stock [Line Items]                    
Common stock, shares authorized (shares)     600,000,000   600,000,000     600,000,000    
Common stock, par value (dollars per share) | $ / shares     $ 0.0001   $ 0.0001     $ 0.0001    
Preferred stock, shares authorized (in shares)     20,000,000   20,000,000     20,000,000    
Proceeds from issuance of common stock, net | $         $ 2,170,000 $ 6,234,000        
Convertible shares issued (in shares) 14,219,859                  
2024 Notes | Convertible Senior Secured Notes                    
Class of Stock [Line Items]                    
Aggregate principal amount | $ $ 305,700,000               $ 350,000,000  
Convertible Senior Secured Notes Due in 2028 | Convertible Senior Secured Notes                    
Class of Stock [Line Items]                    
Aggregate principal amount | $ 275,300,000                  
Common stock registered (in shares)             111,627,888      
Proceeds from issuance of debt | $ $ 30,000,000                  
Series A convertible preferred stock                    
Class of Stock [Line Items]                    
Preferred stock, conversion ratio                   1
Preferred stock, par value (in dollars per share) | $ / shares                   $ 0.0001
Liquidation preference per share (in dollars per share) | $ / shares                   $ 0.001
Preferred stock, shares authorized (in shares)     3,458,823   3,458,823     3,458,823    
Preferred stock, outstanding (in shares)     0   0     0    
Common stock                    
Class of Stock [Line Items]                    
Convertible shares issued (in shares)     0 0 14,220,000 0        
2021 Sales Agreement | Cowen and Company, LLC                    
Class of Stock [Line Items]                    
Percentage of commission payable on gross proceeds   3.00%                
2021 Sales Agreement | Maximum | Cowen and Company, LLC                    
Class of Stock [Line Items]                    
Proceeds from issuance of common stock, net | $   $ 400,000,000                
v3.23.2
Stock incentive plans - Additional information (Details)
$ in Thousands, shares in Millions
 1 Months Ended 3 Months Ended 6 Months Ended
Oct. 31, 2020
shares
Jun. 30, 2023
USD ($)
employees
Jun. 30, 2022
USD ($)
Jun. 30, 2023
USD ($)
Jun. 30, 2022
USD ($)
Sep. 30, 2021
USD ($)
Apr. 30, 2021
USD ($)
Stock incentive plan              
Total stock-based compensation expense   $ 30,364 $ 57,079 $ 59,557 $ 103,901    
Number of employees who were granted retention-related RSUs | employees   2          
RSU              
Stock incentive plan              
Vesting period       2 years      
Stock incentive plans              
Stock incentive plan              
Vesting period       4 years      
Stock incentive plans | Stock options              
Stock incentive plan              
Vesting rate upon anniversaries       25.00%      
Monthly vesting rate thereafter       2.08%      
Stock incentive plans | RSU | Executive Officer              
Stock incentive plan              
Vesting period       3 years      
Management Incentive Plan | PRSU              
Stock incentive plan              
Vesting period       2 years      
Minimum | 2010 Plan              
Stock incentive plan              
Employees holding voting rights of all classes of stock       10.00%      
Exercise price of options on common stock       110.00%      
Maximum | 2010 Plan              
Stock incentive plan              
Term of options granted       10 years      
ArcherDX | Stock incentive plans | Stock options              
Stock incentive plan              
Number of options issued and vested (in shares) | shares 3.7            
Genosity              
Stock incentive plan              
Total stock-based compensation expense   $ 400 500 $ 800 900    
Genosity | RSU              
Stock incentive plan              
Business acquisition, value of units granted             $ 5,000
Ciitizen              
Stock incentive plan              
Total stock-based compensation expense   $ 16,200 $ 25,100 $ 30,900 $ 50,000    
Ciitizen | RSU              
Stock incentive plan              
Business acquisition, value of units granted           $ 246,900  
v3.23.2
Stock incentive plans - Schedule of activity under the plans (Details) - Stock incentive plans
$ / shares in Units, shares in Thousands, $ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Stock options    
Activity under the plan    
Shares available for grant, beginning balance (in shares) 12,625  
Stock options outstanding, beginning balance (in shares) 2,541  
Additional shares reserved (in shares) 9,822  
Options granted (in shares) (325)  
Options cancelled (in shares) (304)  
Options exercised (in shares) (2)  
Shares available for grant, ending balance (in shares) 11,018 12,625
Stock options outstanding, ending balance (in shares) 2,560 2,541
Weighted-Average Exercise Price    
Balance at the beginning of the period (in dollars per share) | $ / shares $ 8.49  
Options granted (in dollars per share) | $ / shares 1.46  
Options cancelled (in dollars per share) | $ / shares 8.32  
Options exercised (in dollars per share) | $ / shares 0.86  
Balance at the end of the period (in dollars per share) | $ / shares $ 7.62 $ 8.49
Additional information    
Weighted-average remaining contractual life 6 years 10 months 24 days 6 years 7 months 6 days
Aggregate Intrinsic Value | $ $ 2 $ 16
Exercisable, number of shares 1,184  
Exercisable, weighted-average exercise price (in dollars per share) | $ / shares $ 11.81  
Exercisable, weighted-average remaining contractual life 4 years 3 months 18 days  
Exercisable, aggregate intrinsic value | $ $ 2  
Vested and expected to vest    
Number of shares 2,378  
Weighted-average exercise price (in dollars per share) | $ / shares $ 7.99  
Weighted-average remaining contractual life 6 years 8 months 12 days  
Aggregate intrinsic value | $ $ 2  
RSUs and PRSUs    
Activity under the plan    
RSUs and PRSUs granted (in shares) (13,141)  
RSUs and PRSUs cancelled (in shares) 1,733  
v3.23.2
Stock incentive plans - Summary of RSU activity (Details)
shares in Thousands
 6 Months Ended
Jun. 30, 2023
$ / shares
shares
RSUs and PRSUs  
Number of Shares  
Balance at the beginning of the period (in shares) | shares 11,895
Balance at the end of the period (in shares) | shares 18,338
Weighted- Average Grant Date Fair Value Per Share  
Balance at the beginning of the period (in dollars per share) | $ / shares $ 11.70
Balance at the end of the period (in dollars per share) | $ / shares $ 5.17
RSU  
Number of Shares  
RSUs granted (in shares) | shares 13,141
RSUs vested (in shares) | shares (4,966)
RSUs cancelled (in shares) | shares (1,732)
Weighted- Average Grant Date Fair Value Per Share  
RSUs granted (in dollars per share) | $ / shares $ 1.26
RSUs vested (in dollars per share) | $ / shares 9.13
RSUs cancelled (in dollars per share) | $ / shares $ 9.04
v3.23.2
Stock incentive plans - Summary of stock based compensation expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Stock-based compensation        
Total stock-based compensation expense $ 30,364 $ 57,079 $ 59,557 $ 103,901
Cost of revenue        
Stock-based compensation        
Total stock-based compensation expense 1,088 2,634 2,036 4,499
Research and development        
Stock-based compensation        
Total stock-based compensation expense 20,873 38,366 39,719 70,360
Selling and marketing        
Stock-based compensation        
Total stock-based compensation expense 2,292 4,964 4,891 7,873
General and administrative        
Stock-based compensation        
Total stock-based compensation expense 6,317 11,115 12,906 21,169
Restructuring and other costs        
Stock-based compensation        
Total stock-based compensation expense $ (206) $ 0 $ 5 $ 0
v3.23.2
Restructuring and other costs - Additional Information (Details)
$ in Millions
 1 Months Ended
Jul. 31, 2022
employee
Jun. 30, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]    
Expected employee reduction | employee 1,000  
Other restructuring costs    
Restructuring Cost and Reserve [Line Items]    
Expected remaining restructuring costs | $   $ 3.6
v3.23.2
Restructuring and other costs - Restructuring Expense (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended 6 Months Ended
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Restructuring and Related Activities [Abstract]          
Employee severance and benefits   $ (20) $ 0 $ 1,263 $ 0
Impairments and losses on disposals of long-lived assets, net   80,841 4,817 131,195 4,817
Other restructuring costs $ 1,000 177 0 1,096 0
Total restructuring and other costs   $ 80,998 $ 4,817 $ 133,554 $ 4,817
v3.23.2
Restructuring and other costs - Changes In Liabilities (Details) - USD ($)
$ in Thousands
 6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance $ 4,204 $ 0
Accruals 2,428 42,642
Payments (5,109) (38,438)
Restructuring reserve, ending balance 1,523 4,204
Employee severance and benefits    
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance 2,263 0
Accruals 1,258 35,237
Payments (3,191) (32,974)
Restructuring reserve, ending balance 330 2,263
Other restructuring costs    
Restructuring Reserve [Roll Forward]    
Restructuring reserve, beginning balance 1,941 0
Accruals 1,170 7,405
Payments (1,918) (5,464)
Restructuring reserve, ending balance $ 1,193 $ 1,941
v3.23.2
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Tax Disclosure [Abstract]        
Income tax benefit $ 924 $ 3,563 $ 1,884 $ 38,483
Release of federal and state valuation allowances 700   1,600  
Unrecognized tax benefits 59,300   59,300  
Unrecognized tax benefits, portion that would affect tax rate $ 200   $ 200  
v3.23.2
Net loss per share - Schedule of earnings per share, basic and diluted (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Earnings Per Share [Abstract]        
Net loss $ (206,511) $ (2,523,461) $ (398,694) $ (2,705,320)
Shares used in computing net loss per share, basic 263,836 232,117 256,910 230,304
Shares used in computing net loss per share, diluted 263,836 232,117 256,910 230,304
Net (loss) income per share, basic (in dollars per share) $ (0.78) $ (10.87) $ (1.55) $ (11.75)
Net (loss) income per share, diluted (in dollars per share) $ (0.78) $ (10.87) $ (1.55) $ (11.75)
v3.23.2
Net loss per share - Schedule of antidilutive securities excluded from computation of earnings per share (Details) - shares
shares in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Net loss per common share        
Total shares of common stock equivalents (in shares) 170,771 64,709 124,906 62,548
Shares of common stock subject to outstanding options        
Net loss per common share        
Total shares of common stock equivalents (in shares) 2,496 2,922 2,432 2,947
Shares of common stock subject to outstanding RSUs and PRSUs        
Net loss per common share        
Total shares of common stock equivalents (in shares) 19,163 21,136 15,302 18,550
Shares of common stock pursuant to ESPP        
Net loss per common share        
Total shares of common stock equivalents (in shares) 2,673 2,248 3,223 2,648
Shares of common stock subject to convertible senior notes conversion | 2024 Notes        
Net loss per common share        
Total shares of common stock equivalents (in shares) 28,122 38,403 28,122 38,403
Shares of common stock subject to convertible senior notes conversion | Convertible Senior Secured Notes Due in 2028        
Net loss per common share        
Total shares of common stock equivalents (in shares) 118,317 0 75,827 0
v3.23.2
Geographic information - Schedule of revenue by country (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Geographic information        
Total revenue $ 120,532 $ 136,622 $ 237,888 $ 260,313
United States        
Geographic information        
Total revenue 113,270 120,110 223,734 228,405
Canada        
Geographic information        
Total revenue 2,289 2,721 4,390 5,018
United Kingdom        
Geographic information        
Total revenue 648 1,774 1,834 3,921
Rest of world        
Geographic information        
Total revenue $ 4,325 $ 12,017 $ 7,930 $ 22,969