GUARDANT HEALTH, INC., 10-K filed on 2/23/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Billions
 12 Months Ended
Dec. 31, 2022
Feb. 17, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38683    
Entity Registrant Name GUARDANT HEALTH, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 45-4139254    
Entity Address, Address Line One 3100 Hanover Street    
Entity Address, City or Town Palo Alto    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94304    
City Area Code 855    
Local Phone Number 698-8887    
Title of 12(b) Security Common Stock, par value $0.00001    
Trading Symbol GH    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 4.0
Entity Common Stock, Shares Outstanding   102,663,734  
Documents Incorporated by Reference Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in 2023, or the 2023 Annual Meeting, to be filed with the Securities and Exchange Commission, or the SEC, within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof.    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001576280    
v3.22.4
Audit Information
 12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 42
Auditor Name Ernst & Young LLP
Auditor Location San Mateo, California
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 141,647 $ 492,202
Short-term marketable debt securities 869,584 440,546
Accounts receivable, net 97,256 97,652
Inventory, net 51,598 30,674
Prepaid expenses and other current assets, net 31,509 53,052
Total current assets 1,191,594 1,114,126
Long-term marketable debt securities 0 698,034
Property and equipment, net 167,920 124,461
Right-of-use assets, net 174,001 189,443
Intangible assets, net 11,727 14,207
Goodwill 3,290 3,290
Other assets, net 61,453 60,938
Total Assets [1] 1,609,985 2,204,499
Current liabilities:    
Accounts payable and accrued liabilities 175,817 105,361
Noncontrolling interest liability 0 78,000
Deferred revenue 17,403 11,326
Total current liabilities 193,220 194,687
Convertible senior notes, net 1,137,391 1,134,821
Long-term operating lease liabilities 210,015 226,053
Other long-term liabilities 9,179 3,933
Total Liabilities [1] 1,549,805 1,559,494
Commitments and contingencies (Note 10)
Stockholders’ equity:    
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2022 and 2021 0 0
Common stock, par value of $0.00001 per share; 350,000,000 shares authorized as of December 31, 2022 and 2021; 102,619,383 and 101,767,446 shares issued and outstanding as of December 31, 2022 and 2021, respectively 1 1
Additional paid-in capital 1,742,114 1,657,593
Accumulated other comprehensive loss (19,522) (4,764)
Accumulated deficit (1,662,413) (1,007,825)
Total Stockholders’ Equity 60,180 645,005
Total Liabilities and Stockholders’ Equity $ 1,609,985 $ 2,204,499
[1] As of December 31, 2021, the Company's consolidated balance sheet included $20.4 million of assets, that can be used only to settle obligations of Guardant Health AMEA, Inc., the consolidated variable interest entity, or VIE, and VIE’s subsidiaries, and $4.3 million of liabilities of the consolidated VIE and VIE’s subsidiaries, for which their creditors do not have recourse to the general credit of the Company. Guardant Health AMEA, Inc. is no longer a VIE, after the completion of the Joint Venture Acquisition on June 10, 2022. See Note 3, Joint Venture.
v3.22.4
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Preferred stock, par value (in usd per share) $ 0.00001 $ 0.00001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Common stock, shares authorized (in shares) 350,000,000 350,000,000
Common stock, shares outstanding (in shares) 102,619,383 101,767,446
Common stock, shares issued (in shares) 102,619,383 101,767,446
Variable interest entity, assets [1] $ 1,609,985 $ 2,204,499
Variable interest entity, liabilities [1] $ 1,549,805 1,559,494
VIE, primary beneficiary    
Variable interest entity, assets   20,400
Variable interest entity, liabilities   $ 4,300
[1] As of December 31, 2021, the Company's consolidated balance sheet included $20.4 million of assets, that can be used only to settle obligations of Guardant Health AMEA, Inc., the consolidated variable interest entity, or VIE, and VIE’s subsidiaries, and $4.3 million of liabilities of the consolidated VIE and VIE’s subsidiaries, for which their creditors do not have recourse to the general credit of the Company. Guardant Health AMEA, Inc. is no longer a VIE, after the completion of the Joint Venture Acquisition on June 10, 2022. See Note 3, Joint Venture.
v3.22.4
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Revenue:      
Precision oncology testing $ 392,049 $ 304,312 $ 236,324
Development services and other 57,489 69,341 50,406
Total revenue 449,538 373,653 286,730
Costs and operating expenses:      
Cost of precision oncology testing 148,199 110,396 74,769
Cost of development services and other 8,126 12,516 17,766
Research and development expense 373,807 263,221 149,862
Sales and marketing expense 299,828 191,881 106,513
General and administrative expense 163,956 206,640 192,770
Total costs and operating expenses 993,916 784,654 541,680
Loss from operations (544,378) (411,001) (254,950)
Interest income 6,069 3,930 10,171
Interest expense (2,577) (2,577) (4,766)
Other income (expense), net (12,778) 25,178 3,641
Fair value adjustments of noncontrolling interest liability (99,785) 0 0
Loss before provision for income taxes (653,449) (384,470) (245,904)
Provision for income taxes 1,139 300 379
Net loss (654,588) (384,770) (246,283)
Adjustment of redeemable noncontrolling interest 0 (20,900) (7,500)
Net loss attributable to Guardant Health, Inc. common stockholders - basic (654,588) (405,670) (253,783)
Net loss attributable to Guardant Health, Inc. common stockholders - diluted $ (654,588) $ (405,670) $ (253,783)
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in usd per share) $ (6.41) $ (4.00) $ (2.60)
Net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in usd per share) $ (6.41) $ (4.00) $ (2.60)
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in shares) 102,178 101,314 97,504
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in shares) 102,178 101,314 97,504
v3.22.4
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net loss $ (654,588) $ (384,770) $ (246,283)
Other comprehensive (loss) income, net of tax impact:      
Unrealized (loss) gain on available-for-sale securities (13,158) (5,769) 1,131
Foreign currency translation adjustments (1,600) (1,692) 455
Other comprehensive (loss) income (14,758) (7,461) 1,586
Comprehensive loss (669,346) (392,231) (244,697)
Comprehensive loss attributable to redeemable noncontrolling interest 0 (20,900) (7,500)
Comprehensive loss attributable to Guardant Health, Inc. $ (669,346) $ (413,131) $ (252,197)
v3.22.4
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity - USD ($)
$ in Thousands
Total
Cumulative effect adjustment
Redeemable Noncontrolling Interest
Common Stock 
Additional Paid-in Capital
Additional Paid-in Capital
Cumulative effect adjustment
Accumulated Other Comprehensive Gain (Loss)
  Accumulated Deficit
  Accumulated Deficit
Cumulative effect adjustment
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2020-06                
Beginning balance at Dec. 31, 2019     $ 49,600            
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Adjustment of redeemable noncontrolling interest $ (7,500)   7,500         $ (7,500)  
Ending balance at Dec. 31, 2020     57,100            
Beginning balance (in shares) at Dec. 31, 2019       94,261,414          
Beginning balance at Dec. 31, 2019 798,393     $ 1 $ 1,150,090   $ 1,111 (352,809)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon follow-on offering, net of offering costs (in shares)       4,312,500          
Issuance of common stock upon follow-on offering, net of offering costs 354,600       354,600        
Equity component of convertible senior notes, net 330,403       330,403        
Purchase of convertible senior note hedges $ 90,045       90,045        
Issuance of common stock upon exercise of stock options (in shares) 1,446,843     1,446,843          
Issuance of common stock upon exercise of stock options $ 9,528       9,528        
Vesting of restricted stock units (in shares)       97,188          
Vesting of common stock exercised early 52       52        
Common stock issued under employee stock purchase plan (in shares)       96,040          
Common stock issued under employee stock purchase plan 7,095       7,095        
Taxes paid related to net share settlement of restricted stock units (3,447)       (3,447)        
Stock-based compensation 144,113       144,113        
Other comprehensive gain, net of tax impact 1,586           1,586    
Net loss (246,283)             (246,283)  
Ending balance (in shares) at Dec. 31, 2020       100,213,985          
Ending balance at Dec. 31, 2020 1,298,495     $ 1 1,902,389   2,697 (606,592)  
Ending balance (Accounting Standards Update 2020-06) at Dec. 31, 2020   $ (325,966)       $ (330,403)     $ 4,437
Increase (Decrease) in Temporary Equity [Roll Forward]                  
Adjustment of redeemable noncontrolling interest $ (20,900)   20,900         (20,900)  
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability     (78,000)            
Ending balance at Dec. 31, 2021     0            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares) 693,074     693,074          
Issuance of common stock upon exercise of stock options $ 8,112       8,112        
Vesting of restricted stock units (in shares)       750,160          
Vesting of common stock exercised early 52       52        
Common stock issued under employee stock purchase plan (in shares)       110,227          
Common stock issued under employee stock purchase plan 9,753       9,753        
Taxes paid related to net share settlement of restricted stock units (83,759)       (83,759)        
Stock-based compensation 151,449       151,449        
Other comprehensive gain, net of tax impact (7,461)           (7,461)    
Net loss (384,770)             (384,770)  
Ending balance (in shares) at Dec. 31, 2021       101,767,446          
Ending balance at Dec. 31, 2021 645,005     $ 1 1,657,593   (4,764) (1,007,825)  
Ending balance at Dec. 31, 2022     $ 0            
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Purchase of convertible senior note hedges $ (90,000)                
Issuance of common stock upon exercise of stock options (in shares) 228,311     228,311          
Issuance of common stock upon exercise of stock options $ 2,625       2,625        
Vesting of restricted stock units (in shares)       315,673          
Vesting of common stock exercised early 8       8        
Common stock issued under employee stock purchase plan (in shares)       307,953          
Common stock issued under employee stock purchase plan 9,316       9,316        
Taxes paid related to net share settlement of restricted stock units (7,878)       (7,878)        
Stock-based compensation 94,685       94,685        
Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs (14,235)       (14,235)        
Other comprehensive gain, net of tax impact (14,758)           (14,758)    
Net loss (654,588)             (654,588)  
Ending balance (in shares) at Dec. 31, 2022       102,619,383          
Ending balance at Dec. 31, 2022 $ 60,180     $ 1 $ 1,742,114   $ (19,522) $ (1,662,413)  
v3.22.4
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders' Equity (Parenthetical)
$ in Thousands
 12 Months Ended
Dec. 31, 2020
USD ($)
Statement of Stockholders' Equity [Abstract]  
Issuance costs $ 1,130
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
OPERATING ACTIVITIES:      
Net loss $ (654,588) $ (384,770) $ (246,283)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 35,962 22,271 16,065
Non-cash operating lease costs 28,585 24,661 5,567
Charge of in-process research and development costs with no alternative future use 0 0 8,500
Re-valuation of contingent consideration 4,305 2,380 (120)
Non-cash stock-based compensation 94,685 151,449 144,113
Amortization of debt discount and debt issuance costs 2,569 2,564 4,729
Amortization of premium (discount) on marketable debt securities 4,595 12,849 4,016
Unrealized losses on marketable equity securities 7,793 0 0
Impairment of other assets 5,261 0 0
Fair value adjustments of noncontrolling interest liability 99,785 0 0
Credit loss adjustment and others 21 47 7,151
Changes in operating assets and liabilities:      
Accounts receivable, net 375 (44,353) (5,463)
Inventory, net (20,926) (7,957) (7,535)
Prepaid expenses and other current assets, net 20,444 (35,753) (6,077)
Other assets, net 11,698 (4,182) (19,326)
Accounts payable and accrued liabilities 60,328 34,796 505
Operating lease liabilities (20,228) 14,205 (6,042)
Deferred revenue 9,873 2,776 (3,727)
Net cash used in operating activities (309,463) (209,017) (103,927)
INVESTING ACTIVITIES:      
Purchase of marketable debt securities (303,757) (900,808) (1,125,575)
Maturity of marketable debt securities 555,000 952,110 562,548
Purchase of non-marketable equity securities and other related assets (23,966) (39,422) 0
Purchase of property and equipment (77,461) (75,035) (36,173)
Purchase of intangible assets and capitalized license obligations 0 0 (17,886)
Net cash provided by (used in) investing activities 149,816 (63,155) (617,086)
FINANCING ACTIVITIES:      
Payments made on finance lease obligations (71) (146) (174)
Proceeds from issuance of common stock under employee stock purchase plan 9,316 9,753 7,095
Proceeds from issuance of common stock upon exercise of stock options 2,625 8,112 9,528
Taxes paid related to net share settlement of restricted stock units (7,878) (83,759) (3,447)
Joint Venture Acquisition (177,785) 0 0
Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs (14,235) 0 0
Payment of contingent consideration (1,065) 0 0
Proceeds from public offerings of common stock 0 0 355,730
Payment of offering costs related to public offerings of common stock 0 0 (1,130)
Proceeds from borrowings on convertible senior notes, net 0 0 1,132,750
Payment of offering costs related to borrowings on convertible senior notes 0 (784) 0
Purchase of convertible note hedges 0 0 (90,045)
Net cash (used in) provided by financing activities (189,093) (66,824) 1,410,307
Net effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (1,600) (1,693) 455
Net (decrease) increase in cash, cash equivalents and restricted cash (350,340) (340,689) 689,749
Cash, cash equivalents and restricted cash – Beginning of period 492,288 832,977 143,228
Cash, cash equivalents and restricted cash – End of period 141,948 492,288 832,977
Supplemental Disclosures of Cash Flow Information:      
Operating lease liabilities arising from obtaining right-of-use assets 4,073 171,382 13,123
Cash paid for income taxes 1,331 393 331
Supplemental Disclosures of Noncash Investing and Financing Activities:      
Purchase of property and equipment included in accounts payable and accrued liabilities 8,291 8,892 1,986
Property and equipment acquired under finance leases 0 238 47
Vesting of common stock exercised early 8 52 52
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability 0 78,000 0
Debt issuance costs included in accounts payable and accrued liabilities $ 0 $ 0 $ 784
v3.22.4
Description of Business
 12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Guardant Health, Inc., or the Company, is a leading precision oncology company focused on helping conquer cancer globally through the use of its proprietary tests, vast data sets and advanced analytics. The Company believes its tests can transform cancer care by unlocking insights that will help patients at all stages of the disease, including at its earliest stages, when it’s most treatable. For patients with advanced stage cancer, the Company has commercially launched Guardant360 LDT and Guardant360 CDx, the first comprehensive liquid biopsy test approved by the U.S. Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, and breast cancer. The Company has also launched the Guardant360 TissueNext tissue test for advanced-stage cancer, Guardant Reveal blood test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients, and Guardant360 Response blood test to predict patient response to immunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging.
The Company also collaborates with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, launched in September 2022, which is a next-generation smart liquid biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development. Using data collected from its tests, the Company has also developed its GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.
In May 2022, the Company launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening. From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. In addition, in December 2022, the Company announced positive results from ECLIPSE, an over 20,000 patient registrational study evaluating the performance of its Shield blood test for detecting colorectal cancer in average-risk adults. The Company also expects to expand into lung and multi-cancer screening with its investigational, next-generation Shield assay.
The Company was incorporated in Delaware in December 2011 and is headquartered in Palo Alto, California. In May 2018, the Company formed and capitalized Guardant Health AMEA, Inc., or the Joint Venture, in the United States with an affiliate of SoftBank Vision Fund (AIV M1) L.P., or SoftBank. Under the terms of the joint venture agreement, the Company held approximately 50% ownership and controlling interest in the Joint Venture. In June 2022, the Company completed the purchase of all of the shares of the Joint Venture, or the Joint Venture Acquisition, held by SoftBank and its affiliates, and issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options held by the Joint Venture's employees. Upon completion of the Joint Venture Acquisition and the tender offer, Guardant Health AMEA, Inc. became the Company's wholly owned subsidiary (see Note 3, Joint Venture and Note 12, Stock-Based Compensation).
v3.22.4
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. The accompanying consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture (see Note 1, Description of Business and Note 3, Joint Venture), and its wholly owned subsidiaries. Other stockholders’ interests in the Joint Venture were shown in the consolidated financial statements as noncontrolling interest liability before the Joint Venture Acquisition was completed. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior period amounts were made to conform with the current period presentation.
The Company believes that its existing cash and cash equivalents and marketable debt securities as of December 31, 2022 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for (benefit from) income taxes, including related reserves, valuation of non-marketable securities, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, and the impact of any variants of the virus, the extent and severity of the impact on the Company's customers and suppliers, the continued disruption to demand for the Company's products and services, and the impact of the global business and economic environment on liquidity and the availability of capital, all of which are uncertain and cannot be predicted.
Segment Information
The Company operates as one operating and reportable segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.
Restricted cash consists of payroll withholding related to the Company's enrollment in certain voluntary disability insurance plan. Restricted cash balance was $0.3 million and $0.1 million as of December 31, 2022, and 2021, respectively, which was included in other assets in the accompanying consolidated balance sheets.
Marketable Debt Securities
Marketable debt securities consist primarily of high-grade U.S. government and agency securities and corporate bonds. Marketable debt securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable debt securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable debt securities. The Company classifies all marketable debt securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive gain (loss) in stockholders’ equity. Any premium or discount arising at purchase is amortized or accreted to interest income or expense.
The Company periodically evaluates its available-for-sale marketable debt securities for impairment. When the fair value of a marketable debt security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity.
Non-Marketable Securities
The Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investees. The Company's non-marketable equity and other related investments totaled $25.0 million and $39.4 million as of December 31, 2022, and 2021, respectively, and are included in other assets, net on the accompanying consolidated balance sheets. Non-marketable securities are subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment, qualitative and quantitative analysis of the operating performance of the investee; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. Pursuant to one of the investments in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022 based on an independent third-party valuation, which has been included in other income (expense), net on the accompanying consolidated statements of operations. No other impairment or downward adjustments to the carrying value of non-marketable securities have been otherwise recorded. In addition, pursuant to another investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the Company, on or before October 1, 2023. In July 2022, one of the investees completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in the investee at fair value on a recurring basis (see Note 5, Fair Value Measurements, Cash Equivalents and Marketable Securities).
Concentration of Risk
The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable debt securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.
The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.
The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other, primarily with biopharmaceutical companies and international laboratory partners, all of which have high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at net amount.
A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective consolidated balance sheet date, are as follows:
RevenueAccounts Receivable, Net
Year Ended December 31,As of December 31,
20222021202020222021
Customer A
**10 %12 %*
Customer B
30 %29 %25 %11 %13 %
Customer C
****10 %
Customer D****13 %
*    less than 10%
The Company is also subject to credit risk from its other receivables and other assets. The Company's other receivables and other assets include payments due from a third-party in relation to the settlement of a patent dispute reached in August 2020 for $8.0 million payable over a period of 6 years. In December 2020, 2021 and 2022, the Company received the first, second and third installment payments of $1.0 million, $1.1 million and $1.1 million, respectively. The Company has evaluated and recorded a credit loss for the remaining $4.8 million considering the third-party's credit worthiness and lack of financial history.
The following table presents the receivable and the related credit loss amounts:
As of December 31,
20222021
(in thousands)
Prepaid expenses and other current assets:
Gross Amount
$— $— 
Allowance for Credit Losses
— — 
Net Amount
$— $— 
Other assets:
Gross Amount
$4,800 $5,900 
Allowance for Credit Losses
(4,800)(5,900)
Net Amount
$— $— 
The following table summarizes the allowance for credit losses activities for the years ended December 31, 2022, 2021 and 2020:
Year Ended December 31,
202220212020
(in thousands)
Prepaid expenses and other current assets:
Allowance for credit losses—Beginning of period
$— $— $— 
Charged to (reversed from) other income (expense), net
(1,100)(1,100)— 
Reclassification
1,100 1,100 — 
Allowance for credit losses—End of period
$— $— $— 
Other assets:
Allowance for credit losses—Beginning of period
$5,900 $7,000 $— 
Charged to (reversed from) other income (expense), net
— — 7,000 
Reclassification
(1,100)(1,100)— 
Allowance for credit losses—End of period
$4,800 $5,900 $7,000 
Accounts Receivable, Net
Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of December 31, 2022 and 2021, the Company had unbilled receivables of $5.4 million and $5.7 million, respectively.
The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of December 31, 2022 and 2021, the Company had immaterial allowance for credit losses related to its accounts receivable.
Inventory, Net
Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing tests, and therefore the Company does not maintain any finished goods inventory.
In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required. Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing and cost of development services and other, as appropriate.
Property and Equipment, Net
Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Asset Acquisition
If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. Transaction costs allocated to in-process research and development technology with no future alternate use is expensed as incurred. The total consideration is allocated to the various intangible assets acquired on a relative fair value basis. Cash paid in connection of purchase of in-process research and development technology in an asset acquisition is presented within the investing section of the consolidated statement of cash flows.
Goodwill and Intangible Assets, net
Intangible assets related to in-process research and development costs, or IPR&D, acquired in a business combination are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. In connection with the launch of Shield LDT in May 2022, the Company's IPR&D of $1.6 million was reclassified as an intangible asset with a useful life of 2 years.
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. As of December 31, 2022, there has been no impairment of goodwill.
Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 2—12 years.
Impairment for Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Post-acquisition Contingent Consideration
Post-acquisition contingent consideration is recognized over the service period, subject to meeting the respective service requirements and performance metrics. For the year ended December 31, 2022, the Company recorded post-acquisition contingent consideration expense of $5.2 million in research and development expenses on the accompanying consolidated statement of operations. The Company did not record any post-acquisition contingent consideration expense for the years ended December 31, 2021 and 2020.
Leases
The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Convertible Senior Notes
In accounting for the issuance of the convertible senior notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that did not have an associated convertible feature, using a discounted cash flow model with a risk adjusted yield. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. This difference represented a debt discount that was amortized to interest expense using the effective interest method over the term of the notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. In accounting for the transaction costs related to the issuance of the notes, the Company allocated the total amount incurred to the liability and equity components based on their relative fair values. Transaction costs attributable to the liability component were netted with the liability component and amortized to interest expense using the effective interest method over the term of the notes. Transaction costs attributable to the equity component were netted with the equity component of the notes in additional paid-in capital in the consolidated balance sheets.
Upon adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021, the Company reclassified the carrying amount of the equity component of the cash conversion feature including the allocated debt issuance costs from additional paid-in capital to convertible senior notes, net. Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method.
Revenue Recognition
The Company derives revenue from the provision of precision oncology testing services, as well as from development services and other. Precision oncology testing services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies and kit fulfillment. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes, international laboratory partners and distributors.
Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. FASB ASC Topic 606, Revenue from Contracts with Customers, provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Precision oncology testing
The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of future revenue reversal. For the year ended December 31, 2022, 2021 and 2020, the Company recorded $8.8 million, $19.3 million and $26.0 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to samples processed in previous years, including revenue received from successful appeals of reimbursement denials, net of recoupments.
Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.
Development services and other
The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations.
The Company collaborates with biopharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For the companion diagnostic development and regulatory approval services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of these contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied such that it is probable a significant reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.
The Company recognizes companion diagnostic development and regulatory approval services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other.
The Company also recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed.
In addition, other revenue includes amounts derived from licensing the Company's digital sequencing technologies to its domestic customers and international laboratory partners, and kit fulfillment. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete, or over the technology transfer period. Kit fulfillment related revenues are recognized when such products are delivered.
Contracts with multiple performance obligations
Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated.
For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract.
Deferred revenue
Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company’s performance of the related services. Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of December 31, 2022, the deferred revenue balance was $21.2 million, of which $3.8 million is considered long-term and was recorded within other long-term liabilities on the accompanying consolidated balance sheets. As of December 31, 2021, the deferred revenue balance was $11.3 million. Revenue recognized in the year ended December 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $7.6 million, and revenue recognized in the year ended December 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $8.3 million, respectively.
Transaction price allocated to the remaining performance obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1-2 years.
Costs of Precision Oncology Testing
Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, lease costs, amortization of leasehold improvements, and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the applicable patent rights.
Cost of Development Services and Other
Cost of development service and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers and other revenues included as noted above. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other.
Research and Development Expenses
Research and development expenses are comprised of costs incurred to develop technology and include compensation and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses, including allocated facility occupancy and information technology costs, contract services and other outside costs. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop the Company’s technology capabilities are recorded as research and development unless they meet the criteria to be capitalized as internal-use software costs.
Advertising
The Company expenses advertising costs as incurred. The Company incurred advertising costs of $8.9 million, $2.4 million and $1.2 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Stock‑Based Compensation
Stock‑based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.
The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan, the 2018 Incentive Award Plan, and the Joint Venture's 2020 Equity Incentive Plan, and stock purchase rights granted under the 2018 Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield. The board of directors of the Joint Venture determined the fair value of common stock of the Joint Venture. Forfeitures are accounted for as they occur.
For market-based restricted stock units, the Company derives the requisite service period using the Monte Carlo simulation model and the related compensation expense is recognized over the derived service period using an accelerated attribution model commencing on the grant date. Stock-based compensation expense will be recorded regardless of whether the market conditions are achieved or not. If the related market condition is achieved earlier than its estimated derived service period, the stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met.
The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award.
Income Taxes
Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.
The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.
Net Loss Per Share Attributable to Common Stockholders
The Company calculates basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, shares subject to repurchase from early exercised options and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
v3.22.4
Joint Venture
 12 Months Ended
Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract]  
Joint Venture Joint Venture
In May 2018, the Company and an affiliate of SoftBank formed and capitalized the Joint Venture for the sale, marketing and distribution of the Company’s tests generally outside the Americas and Europe, and to accelerate commercialization of our products in Asia, the Middle East and Africa.
Under the terms of the joint venture agreement, each party held an approximately 50% ownership interest in the Joint Venture and two seats on the board of the Joint Venture. In June 2020, the board of directors of the Joint Venture authorized the adoption of the Joint Venture’s 2020 Equity Incentive Plan pursuant to which 4,595,555 shares of Class B common stock were reserved for issuance.
Put-call arrangements
The joint venture agreement included a put-call arrangement with respect to the shares of the Joint Venture held by SoftBank and its affiliates. Under certain specified circumstances and on terms specified in the joint venture agreement, including timely written notice, SoftBank had the right to cause the Company to purchase all shares of the Joint Venture held by SoftBank and its affiliates, or the put right, and the Company had a right to purchase all such shares, or the call right.
Additionally, each of the Company and SoftBank may exercise its respective put-call rights for the Company to purchase all shares of the Joint Venture held by SoftBank in the event of (i) certain material disagreements relating to the Joint Venture or its business that may seriously affect the ability of the Joint Venture to perform its obligations under the joint venture agreement or may otherwise seriously impair the ability of the Joint Venture to conduct its business in an effective matter, other than one relating to the Joint Venture’s business plan or to factual matters that may be capable of expert determination; (ii) the effectiveness of the Company’s initial public offering, a change in control of the Company, the seventh anniversary of the formation of the Joint Venture, or each subsequent anniversary of each of the foregoing events; or (iii) a material breach of the joint venture agreement by the other party that goes unremedied within 20 business days. Unless the shares of the Joint Venture are publicly traded and listed on a nationally recognized stock exchange, the purchase price per share of the Joint Venture in these situations would be determined by a third-party valuation firm on the assumption that the sale is on an arm’s-length basis on the date of the put or call notice.
Prior to the completion of the Joint Venture Acquisition in June 2022, the Joint Venture was deemed to be a VIE, and the Company had been identified as the VIE’s primary beneficiary. As the primary beneficiary, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation. The Company had concluded the Joint Venture did not meet the definition of a business upon consolidation as it lacked the processes required to generate outputs. Upon consolidation no liabilities were assumed and other than cash, any identifiable assets were related to intellectual property rights that the Company transferred to the Joint Venture shortly before it became its primary beneficiary and therefore such transfer was treated as a common control transaction.
Prior to November 2021, the noncontrolling interest held by SoftBank contained embedded put-call redemption features that were not solely within the Company’s control and had been classified outside of permanent equity in the consolidated balance sheets. The put-call feature embedded in the redeemable noncontrolling interest did not require bifurcation as it did not meet the definition of a derivative and was considered to be clearly and closely related to the redeemable noncontrolling interest. The Company elected to recognize the changes in redemption value immediately as they occur as if the put-call redemption feature were exercisable at the end of the reporting period. The carrying value of the redeemable noncontrolling interest was first adjusted for the earnings or losses attributable to the redeemable noncontrolling interest based on the percentage of the economic or ownership interest retained in the consolidated VIE by the noncontrolling parties, and then adjusted to equal to its redemption amount, or the fair value of the noncontrolling interest held by SoftBank, as if the redemption occurred at the end of the reporting date. The adjustment of redeemable noncontrolling interest was recorded as an adjustment to net loss attributable to Guardant Health, Inc. common stockholders in the Company's consolidated statement of operations.
In November 2021, the Company exercised its call right contained in the joint venture agreement with SoftBank to purchase all of the shares held by SoftBank and its affiliates in consideration for the payment of the aggregate purchase price to be determined based on an independent third-party valuation. Upon the Company's exercise of the call right in November 2021, SoftBank no longer had the option to exercise its put right. In connection with exercising the call right, the Company reclassified $78.0 million from redeemable noncontrolling interest to noncontrolling interest liability.
In June 2022, the Company purchased all of the shares held by SoftBank and its affiliates in consideration for a cash payment of the aggregate purchase price of $177.8 million, which resulted in $99.8 million of fair value adjustments to the noncontrolling interest liability for the year ended December 31, 2022.
v3.22.4
Consolidated Balance Sheet Components
 12 Months Ended
Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]  
Consolidated Balance Sheet Components Consolidated Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consist of the following:
As of December 31,
20222021
(in thousands)
Machinery and equipment
$95,764 $63,022 
Leasehold improvements
99,781 38,702 
Computer hardware
29,744 16,685 
Construction in progress(1)
20,598 55,873 
Furniture and fixtures
8,367 3,683 
Computer software
1,797 1,320 
Property and equipment, gross
$256,051 $179,285 
Less: accumulated depreciation
(88,131)(54,824)
Property and equipment, net
$167,920 $124,461 
(1)    As of December 31, 2022 and 2021, $2.2 million and $45.8 million of construction in progress was related to leasehold improvements, furniture and equipment for the office in Palo Alto, California, respectively. Starting from February 2022, part of the Palo Alto office has been put in service and related construction in progress has been transferred to fixed assets.
Depreciation expense related to property and equipment was $33.4 million, $20.2 million and $14.1 million for the years ended December 31, 2022, 2021 and 2020, respectively.
Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
As of December 31,
20222021
(in thousands)
Accounts payable$68,911 $38,517 
Accrued compensation55,788 42,496 
Operating lease liabilities
21,878 12,856 
Others
29,240 11,492 
Total accounts payable and accrued liabilities
$175,817 $105,361 
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements. Cash Equivalents and Marketable Securities Fair Value Measurements, Cash Equivalents and Marketable Securities
Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:
December 31, 2022
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$3,104 $3,104 $— $— 
U.S. government debt securities
14,987 — 14,987 — 
Total cash equivalents
$18,091 $3,104 $14,987 $— 
U.S. government debt securities
$869,584 $— $869,584 $— 
Total short-term marketable debt securities
$869,584 $— $869,584 $— 
Long-term marketable equity securities$18,291 $18,291 $— $— 
Total
$905,966 $21,395 $884,571 $— 
Financial Liabilities:
Contingent consideration
$6,430 $— $— $6,430 
Total$6,430 $— $— $6,430 
December 31, 2021
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$357,785 $357,785 $— $— 
Total cash equivalents
$357,785 $357,785 $— $— 
U.S. government debt securities
$440,546 $— $440,546 $— 
Total short-term marketable debt securities
$440,546 $— $440,546 $— 
U.S. government debt securities
$698,034 $— $698,034 $— 
Total long-term marketable debt securities
$698,034 $— $698,034 $— 
Total
$1,496,365 $357,785 $1,138,580 $— 
Financial Liabilities:
Contingent consideration
$3,625 $— $— $3,625 
Total
$3,625 $— $— $3,625 
The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.
In July 2022, one of the Company's equity investees completed its IPO, subsequent to which, the Company started to account for the investment at fair value on a recurring basis, and classified the investment within Level 1 of the fair value hierarchy as the investment is valued using the quoted market price. The Company is subject to a 2-year lock-up period from the IPO date, during which the Company shall not transfer the investee's shares between accounts, establish or cancel pledges, sell, or withdraw such shares, without approval from the local securities and exchange commission. As of December 31, 2022 and 2021, the balance of the investment was $18.3 million and $26.1 million, respectively, included in other assets, net, on the accompanying consolidated balance sheets.
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.
Acquisition-related contingent consideration is measured at fair value on a quarterly basis and change in estimated contingent consideration to be paid are included in operating expenses in the consolidated statements of operations. The fair value of acquisition-related contingent consideration is estimated using a multiple-outcome discounted cash flow valuation technique. Contingent consideration is classified within Level 3 of the fair value hierarchy, as it is based on a probability that includes significant unobservable inputs. The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization milestones, and discount rate to present value the expected payments. A significant change in any of these input factors in isolation could have a material impact to fair value measurement. As of December 31, 2022, the Company recorded contingent consideration liability of $6.4 million, net of payment made in September 2022, of which $4.9 million is considered long-term and was recorded within other long-term liabilities on the accompanying consolidated balance sheets. As of December 31, 2021, the Company recorded contingent consideration liability of $3.6 million within other long-term liabilities on the accompanying consolidated balance sheets.
As of December 31, 2021, the fair value of the noncontrolling interest liability was considered to be a Level 3 measurement and was determined based on an annual internal rate of return of 20% on the initial amount of $41.0 million invested by SoftBank in May 2018, to the date of Company's exercising the call right in November 2021. In June 2022, the Company purchased all of the shares held by SoftBank and its affiliates in consideration for the cash payment of the aggregate purchase price of $177.8 million, which was determined by an independent valuation firm using a combination of the income approach with consideration of discounted future cash flows and the market approach with consideration of comparable publicly traded companies. The noncontrolling interest liability was fully paid by June 30, 2022.
The following tables summarize the activities for the Level 3 financial instruments for the years ended December 31, 2022, 2021 and 2020:
Contingent Consideration
Year Ended December 31,
202220212020
(in thousands)
Fair value — beginning of period$3,625 $1,245 $1,365 
Increase (decrease) in fair value 4,305 2,380 (120)
Settlement(1,500)— — 
Fair value — end of period$6,430 $3,625 $1,245 
Noncontrolling Interest Liability
Redeemable Noncontrolling Interest
Year Ended December 31,Year Ended December 31,
2022202120212020
(in thousands)
Fair value — beginning of period$78,000 $— $57,100 $49,600 
Increase in fair value 99,785 — 27,244 12,934 
Net loss for the period— — (6,344)(5,434)
Settlement(177,785)— — — 
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability— 78,000 (78,000)— 
Fair value — end of period$— $78,000 $— $57,100 
The Company considers the fair value of the Convertible Notes as of December 31, 2022 to be a Level 2 measurement. The fair value of the Convertible Notes is primarily affected by the trading price of the Company's common stock and market interest rates. As such, the carrying value of the Convertible Notes does not reflect the market rate. See Note 8, Debt, for additional information related to the fair value of the Convertible Notes.
The following tables summarize the Company’s cash equivalents and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:
December 31, 2022
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market fund
$3,104 $— $— $3,104 
U.S. government debt securities
901,342 8 (16,779)884,571 
Total
$904,446 $8 $(16,779)$887,675 
December 31, 2021
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market fund
$357,785 $— $— $357,785 
U.S. government debt securities
1,142,172 2 (3,594)1,138,580 
Total
$1,499,957 $2 $(3,594)$1,496,365 
The following table presents the estimated fair values and gross unrealized losses of the Company's marketable debt securities that have been in a continuous unrealized loss position as of December 31, 2022. None of the Company’s investments in marketable debt securities had been in an unrealized loss position for more than one year as of December 31, 2021.
December 31, 2022
Less Than 12 Months12 Months or GreaterTotal
Estimated Fair ValueGross Unrealized LossEstimated Fair ValueGross Unrealized LossEstimated Fair ValueGross Unrealized Loss
(in thousands)
U.S. government debt securities
$170,975 $(2,958)$685,754 $(13,821)$856,729 $(16,779)
Total
$170,975 $(2,958)$685,754 $(13,821)$856,729 $(16,779)
There have been no material realized gains or losses on marketable debt securities for the periods presented. The Company determined that it did have the ability and intent to hold all marketable debt securities that have been in a continuous loss position until maturity or recovery and the loss position was temporary due to market volatility, thus there has been no recognition of credit losses in the years ended December 31, 2022, 2021 and 2020, respectively. The Company recorded $7.8 million unrealized losses on marketable equity securities for the year ended December 31, 2022, included in other income (expense), net on the accompanying consolidated statement of operations. The Company did not record any unrealized gains or losses on marketable equity securities for the years ended December 31, 2021 and 2020.
v3.22.4
Patent License Acquisition
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Patent License Acquisition Patent License Acquisition
In January 2017, the Company entered into a license agreement with a biotechnology company, KeyGene N.V., or KeyGene. An arbitration was initiated between the parties in 2018. In March 2020, the Company and KeyGene entered into a settlement and patent license agreement, or the SPLA, to resolve the dispute and to acquire an extended worldwide non-exclusive license to certain patent rights with respect to KeyGene’s Next Generation Sequencing technologies along with certain covenant rights and research and development technology for a one-time payment of $18.5 million, ending all future royalty obligations to KeyGene. This transaction was accounted for as an asset acquisition as the purchase did not meet the definition of a business. The total consideration, including $0.6 million of certain capitalizable transaction costs, was allocated to various components of the SPLA.
The Company allocated $9.4 million to the patent and covenant rights granted under the SPLA, which have useful lives in the range of 6-12 years. The Company allocated $8.5 million to IPR&D technology, which have no alternative future use and was included in research and development expenses for the year ended December 31, 2020. The remaining $1.2 million was allocated to the settlement of the prior dispute between the parties and was included in general and administrative expenses for the year ended December 31, 2020.
v3.22.4
Intangible Assets, Net and Goodwill
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net and Goodwill Intangible Assets, Net and Goodwill
The following table presents details of purchased intangible assets as of December 31, 2022 and 2021:
December 31, 2022
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(3,579)$8,307 7.8
Non-compete agreements and other covenant rights
5,100 (2,747)2,353 2.9
Acquired technology1,600 (533)1,067 1.4
Total intangible assets subject to amortization
18,586 (6,859)11,727 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(6,859)$15,017 
December 31, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(2,473)$9,413 8.8
Non-compete agreements and other covenant rights5,100 (1,906)3,194 3.9
Total intangible assets subject to amortization
16,986 (4,379)12,607 
Intangible assets not subject to amortization:
IPR&D1,600 — 1,600 
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(4,379)$17,497 
Amortization of finite-lived intangible assets was $2.5 million, $1.9 million and $1.8 million, for the years ended December 31, 2022, 2021 and 2020, respectively.
The following table summarizes estimated future amortization expense of finite-lived intangible assets, net:
Year Ending December 31,
(in thousands)
20232,747 
20242,219 
20251,670 
20261,212 
20271,107 
2028 and thereafter
2,772 
Total$11,727 
v3.22.4
Debt
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt Debt
Convertible Senior Notes
In November 2020, the Company issued $1.15 billion principal amount of its 0% Convertible Senior Notes due 2027, or the 2027 Notes. The 2027 Notes do not bear interest, and the principal amount of the Notes will not accrete. However, special interest and additional interest may accrue on the 2027 Notes at a rate per annum not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events such as the failure to file certain reports to the Securities and Exchange Commission, or to remove certain restrictive legends from the Notes. The Notes will mature on November 15, 2027, unless repurchased, redeemed or converted earlier.
Before August 15, 2027, holders of the 2027 Notes will have the right to convert their 2027 Notes only under the following circumstances:
•during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2021, if the last reported sale price of the Company's common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, or the sale price condition;
•during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day; or
•upon the occurrence of specified corporate events
From and after August 15, 2027, holders of the 2027 Notes may convert their 2027 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of 2027 Notes, which represents an initial conversion price of approximately $139.82 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Company may not redeem the 2027 Notes at its option at any time before November 20, 2024. The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
Since the 2027 Notes were not convertible as of December 31, 2022, the net carrying amount of the 2027 Notes was classified as a long-term liability.
The following table sets forth the net carrying amounts of the 2027 Notes as of December 31, 2022 and 2021:
As of December 31,
20222021
(in thousands)
Liability component:
Principal$1,150,000 $1,150,000 
Less: debt issuance costs, net of amortization(12,609)(15,179)
Net carrying amount$1,137,391 $1,134,821 
The total estimated fair value of the 2027 Notes was $0.7 billion and $1.2 billion as of December 31, 2022 and 2021, respectively. The fair value was determined based on the closing trading price per $100 of the 2027 Notes as of the last day of trading for the period.
The following table sets forth interest expense recognized related to the Notes:
For the Year Ended December 31,
202220212020
(in thousands)
Amortization of debt discount$— $— $4,593 
Amortization of debt issuance costs2,569 2,564 136 
Total interest expense recognized$2,569 $2,564 $4,729 
Effective interest rate of the liability component0.2 %0.2 %5.2 %
Note Hedges
To minimize the impact of potential economic dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions, or the 2027 Note Hedges, with respect to its common stock concurrent with the issuance of the Notes. The 2027 Note Hedges cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The strike price of the 2027 Note Hedges will initially be approximately $182.60 per share, which represents a premium of 75% over the last reported sale price of the Company’s common stock of $104.34 per share on November 16, 2020, and is subject to certain adjustments under the terms of the 2027 Note Hedges.
The 2027 Note Hedges will expire upon maturity of the 2027 Notes. The 2027 Note Hedges are separate transactions and are not part of the terms of the 2027 Notes. Holders of the 2027 Notes will not have any rights with respect to the 2027 Note Hedges. The shares receivable related to the 2027 Note Hedges are excluded from the calculation of diluted earnings per share as they are anti-dilutive.As these transactions meet certain accounting criteria, the 2027 Note Hedges are recorded in stockholders’ equity and are not accounted for as derivatives. The Company paid an aggregate amount of $90.0 million for the 2027 Note Hedges, which has been recorded as a reduction to additional paid-in capital and will not be remeasured.
v3.22.4
Leases
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases Leases
The Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 1 year to 11 years some of which include one or more options to renew. As leases approach maturity, the Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew the lease, as such, the Company does not include renewal options in its lease terms for calculating its lease liability, as the renewal options allow it to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at the time of the lease commencement. In July 2020, the Company entered into two lease agreements for additional office space in Palo Alto, California, or the Palo Alto Lease, and in San Diego, California, or the San Diego Lease. The San Diego Lease has a term of 8 years with rent payments commencing in May 2022. The Palo Alto Lease has a term of 12 years with an option to renew the lease term for an additional 10 years which has not been considered in the determination of ROU or the lease liability as the Company does not consider it reasonably certain of exercising the renewal option. After the initial payment of $0.9 million in February 2022, the remaining rent payments for the Palo Alto Lease commenced in July 2022. Both leases consist of fixed and variable payments and are being accounting for as operating leases. The Company took possession of these facilities in March 2021. The Company estimated the incremental borrowing rate to determine the present value of lease payments for the San Diego and Palo Alto leases using trading data of the Company's convertible debt adjusted for credit rating and market yield curves.
Operating lease expense for the year ended December 31, 2022, 2021 and 2020, was $28.6 million, $24.7 million and $5.6 million, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes).
As of December 31,
20222021
Weighted-average remaining lease term (in years)
9.110.0
Weighted-average discount rate
3.93 %4.01 %
The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2022:
Year Ending December 31,
(in thousands)
2023$30,361 
202432,856 
202532,220 
202627,715 
202724,479 
2028 and thereafter
125,157 
Total operating lease payments$272,788 
Less: imputed interest(40,895)
Total operating lease liabilities$231,893 
Finance leases are not material to the Company's consolidated financial statements.
v3.22.4
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
License Agreements
The Company has patent license agreements with four different parties. Under these agreements, the Company has made one-time upfront and milestone payments, which it has capitalized and is amortizing to expense ratably over the useful life of the underlying patent right(s). Under some of these agreements, the Company is obligated to pay low single-digit percentage running royalties on net sales where the licensed patent right(s) are used in the product or service sold, subject to minimum annual royalties or fees in certain agreements.
Royalty expenses were included in cost of precision oncology testing on the accompanying consolidated statements of operations. The Company recognized royalty expenses of $0.7 million, $0.7 million and $1.1 million, or 0.2%, 0.2% and 0.4% of precision oncology testing revenue in each period, for the years ended December 31, 2022, 2021 and 2020, respectively.
Indemnification Agreements
The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of December 31, 2022.
Legal Proceedings
In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters. For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, patent infringement, violation of employment practices and trademark infringement. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. The Company cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on the Company because of diversion of management time and attention as well as the financial costs related to resolving such disputes.
The Company and its affiliates are parties to the legal claims and proceedings described below. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations.
Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for the Company to determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over a number of years. The Company reviews loss contingencies at least quarterly to determine whether the loss probability has changed and whether it can make a reasonable estimate of the possible loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability in the amount of its estimate for the ultimate loss. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability.
Intellectual Property Disputes
In August 2021, TwinStrand Biosciences, Inc., or TwinStrand Biosciences, and the University of Washington filed a patent infringement suit in the United States District Court for the District of Delaware alleging that the Company infringes U.S. Patent Nos. 10,287,631; 10,689,699; 10,752,951; and 10,760,127. The Company answered the complaint in October 2021, denying TwinStrand Biosciences’ allegations and asserted counterclaims of invalidity, unenforceability due to inequitable conduct and infringement of four of the Company’s patents. Discovery in the case is ongoing and trial is scheduled to commence in November 2023.
In March 2022, Illumina Inc., or Illumina, filed suit in the United States District Court for the District of Delaware against the Company and its Co-Chief Executive Officers, Drs. Helmy Eltoukhy and AmirAli Talasaz, or collectively, the Defendants, alleging that Illumina is the owner of certain of the Company’s patents and patent applications, and that the Defendants allegedly misappropriated Illumina trade secrets. Illumina also alleges that Drs. Eltoukhy and Talasaz breached various Illumina employment contracts, company policies, and implied covenants of good faith and fair dealing as part of their former employment with Illumina prior to starting the Company. Illumina is requesting unspecified compensatory and punitive damages, attorneys’ fees, and specific performance in the form of a declaration of ownership and assignment of intellectual property filed for or obtained by the Defendants that derives from the alleged misuse of Illumina confidential information. The Defendants deny the allegations of misconduct, and have moved to dismiss the complaint, and discovery has been stayed pending resolution of the Company's motion.
False Advertising Dispute
In May 2021, the Company also filed a lawsuit against Natera, Inc., or Natera, in the United States District Court for the Northern District of California, wherein the Company alleged that Natera is misleading healthcare providers about the performance of the Company’s new oncology test, Guardant Reveal, by suggesting the test is inaccurate and/or insensitive, and inferior to Natera’s Signatera assay. The Company is seeking an injunction to prevent Natera from continuing to make false and misleading statements and to require Natera to take corrective actions. Natera has asserted counterclaims of false and misleading statements, false advertising, unlawful trade practices and unfair competition. The Company moved to dismiss Natera’s counterclaims, and in January 2022, the court granted in part and denied in part the Company's motion to dismiss. The Company and Natera have both moved for summary judgment on various claims and the motions are pending. Trial is scheduled to commence in July 2023.
Civil Investigative Demand
In January 2022, the Company received a Civil Investigative Demand, or CID, from the United States Attorney for the Northern District of California in connection with an investigation under the False Claims Act. The CID requests information and documents regarding billing of government-funded programs for the Company’s panel of genetic tests known as Guardant360. The Company is fully cooperating with the investigation. At this time, the Company is unable to predict the outcome of this investigation.
v3.22.4
Common Stock
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Common Stock Common Stock
The Company’s common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors, or the Board of Directors. As of December 31, 2022 and 2021, no dividends on the Company’s common stock had been declared by the Board of Directors.
The Company’s common stock has been reserved for the following potential future issuances:
As of December 31,
20222021
Shares underlying outstanding stock options
3,402,574 2,624,974
Shares underlying unvested restricted stock units3,687,888 1,498,553
Market-based restricted stock units2,260,764 2,260,764
Performance-based restricted stock units341,713 374,596
Shares available for issuance under the 2018 Incentive Award Plan
5,438,296 5,231,624
Shares available for issuance under the 2018 Employee Stock Purchase Plan1,118,311 1,426,264
Total 16,249,54613,416,775
Follow-on Offering
In June 2020, the Company completed an underwritten public offering, in which it issued and sold 4,312,500 shares of its common stock at a price of $84.00 per share. The Company received net proceeds of $354.6 million after deducting underwriting discounts and commissions and offering expenses payable by the Company.
v3.22.4
Stock-Based Compensation
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
2012 Stock Plan and 2018 Incentive Award Plan
In June 2012 and September 2018, the Company’s Board of Directors adopted and its stockholders approved the Company’s 2012 Stock Plan, or as amended and restated, the 2012 Plan, and the Company’s 2018 Incentive Award Plan, or the 2018 Plan, respectively, under which the Company may grant cash and equity incentive awards such as stock options, restricted shares, stock units and stock appreciation rights to its employees and non-employees. Stock options granted may be either incentive stock options or nonstatutory stock options. Shares issued under the 2018 Plan may be authorized but unissued shares, or shares purchased in the open market or treasury shares. Upon effectiveness of the 2018 Plan in connection with the IPO in October 2018, the 2012 Plan was terminated and 508,847 shares reserved under the 2012 Plan were forfeited. Any outstanding awards granted under the 2012 Plan remain outstanding, subject to the terms of the 2012 Plan and applicable award agreement, and further cancellation of awards granted under the 2012 Plan are not available for grant in the future. No further grants will be made under the 2012 Plan.
Stock Option Activity
A summary of the Company’s stock option activity under the 2012 Plan and the 2018 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 		Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2020
2,726,225 4,494,889 $10.90 7.7$306,392 
2018 Plan annual increase(1)
3,689,000 — 
Granted(127,590)127,590 81.78 
Exercised— (1,446,843)6.59 
Canceled20,370 (74,455)12.13 
Restricted stock units granted(823,454)— 
Restricted stock units canceled
103,742 — 
Market-based restricted stock units granted(3,391,148)— 
Performance-based restricted stock units granted(377,922)— 
Balance as of December 31, 2020
1,819,223 3,101,181 15.80 6.9350,670 
2018 Plan annual increase(1)
3,689,000 — 
Granted(345,774)345,774 119.82 
Exercised— (693,074)11.19 
Canceled65,523 (128,907)47.51 
Restricted stock units granted(873,916)— 
Restricted stock units canceled
315,988 — 
Market-based restricted stock units canceled558,254 — 
Performance-based restricted stock units granted(52,917)— 
Performance-based restricted stock units canceled56,243 — 
Balance as of December 31, 2021
5,231,624 2,624,974 29.17 6.5193,014 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,051,466)1,051,466 44.86 
Granted in connection with the Joint Venture Acquisition(15,128)15,128 4.90 
Exercised— (228,311)6.29 
Canceled56,391 (60,683)90.84 
Restricted stock units granted(2,995,533)— 
Restricted stock units canceled
490,525 — 
Performance-based restricted stock units granted(26,935)— 
Performance-based restricted stock units canceled59,818 — 
Balance as of December 31, 2022
5,438,296 3,402,574 $34.34 6.8$39,749 
Vested and Exercisable as of December 31, 2022
2,056,695 $19.88 5.2$38,837 
(1)Effective as of January 1, 2020, 2021 and 2022, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of an automatic annual increase provision therein.
Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $12.2 million, $83.5 million and $120.0 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The weighted-average grant date fair value of options granted was $28.61, $70.25 and $48.99 per share for the years ended December 31, 2022, 2021 and 2020, respectively.
Future stock-based compensation for unvested options as of December 31, 2022 was $45.0 million, which is expected to be recognized over a weighted-average period of 3.0 years.
On December 31, 2020, the Company modified one of the performance based awards issued to a nonemployee which resulted in reversal of expense of $0.7 million due to options not vested. There was no such modification in 2022 and 2021.
Restricted Stock Units
A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan and the 2018 Plan and related information is as follows:
Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
496,131 82.08 
Granted823,454 96.39 
Vested and released(97,188)81.43 
Canceled(103,742)79.72 
Balance as of December 31, 2020
1,118,655 92.89 
Granted873,916123.36 
Vested and released(178,030)92.14 
Canceled(315,988)97.79 
Balance as of December 31, 2021
1,498,553109.72 
Granted2,902,21745.04 
Granted in connection with the Joint Venture Acquisition93,31638.24 
Vested and released(315,673)96.36 
Canceled(490,525)90.52 
Balance as of December 31, 2022
3,687,888$60.70 
Future stock-based compensation for unvested restricted stock units as of December 31, 2022 was $190.4 million, which is expected to be recognized over a weighted-average period of 3.0 years.
Performance-based Restricted Stock Units
Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, under the 2018 Plan. The PSUs granted to employees consist of financial and operational metrics to be met over a performance period of 1.5 years to 4 years and an additional service period requirement of six months to one year after the performance metrics are met. The PSUs granted to a consultant consistent of operational metrics to be met over a performance period of 4 years. The PSUs are expected to be expensed over a period of approximately 2.5 years to 4.5 years subject to meeting the respective performance metrics and service requirements. As of December 31, 2022, a significant portion of these PSUs are not expected to achieve the related performance metrics, and therefore, no stock-based compensation expense was recorded for the PSUs that were not probable to vest.
A summary of the Company’s performance-based restricted stock unit activity under the 2018 Plan and related information is as follows:
Performance-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
— $— 
Granted377,922 113.40 
Balance as of December 31, 2020
377,922 113.40 
Granted52,917 135.94 
Canceled(56,243)113.40 
Balance as of December 31, 2021
374,596 116.58 
Granted26,935 37.50 
Canceled(59,818)114.94 
Balance as of December 31, 2022
341,713$110.64 
Stock-based compensation recorded for the PSUs for the years ended December 31, 2022, 2021 and 2020 was $1.3 million, $1.3 million and $0.1 million, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of December 31, 2022 was $2.9 million, which is expected to be recognized over a weighted-average period of 2.1 years.
Market-based Restricted Stock Units
In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The share price goal can be met any time during the seven-year performance period from the date of grant. Upon vesting, the MSUs must be held for a period of six to twelve months depending on the time of vesting within the seven-year performance period. The vesting of the MSUs can also be triggered upon a change in control event and achievement of a certain change in control price goal, or when there is a qualifying termination or in the event of death or disability. Any MSUs that remain unvested at the end of the seven-year performance period will automatically be forfeited and terminated without further consideration. The following table presents additional information relating to each MSU award:
TranchePrice GoalNumber of RSUs
Tranche 1
$120 per share
565,192
Tranche 2
$150 per share
565,191
Tranche 3
$200 per share
565,191
The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche is recognized based on an accelerated attribution method over the estimated derived service period. If the related share price goal is achieved earlier than its expected derived service period, the stock-based compensation expense will be recognized as a cumulative catch-up expense from the grant date to that point in time in achieving the share price goal. The derived service period is the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The Monte Carlo valuation model uses assumptions such as volatility, risk-free interest rate, cost of equity and dividend estimated for the performance period of the MSU. The weighted-average grant date fair value of the MSUs was $67.00 per share and the weighted-average derived service period was estimated to be in the range of 0.83 – 2.07 years.
On January 1, 2021, Tranche 1 of the MSUs became vested because it had met both service requirement and market-based performance metrics as the predetermined share price goal of $120 per share was achieved for a period of 30 consecutive calendar days. A summary of the Company’s market-based restricted stock unit activity under the 2018 Plan and related information is as follows:
Market-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
— $— 
Granted3,391,148 67.00 
Balance as of December 31, 2020
3,391,148 67.00 
Vested and released(572,130)70.58 
Canceled (1)
(558,254)70.58 
Balance as of December 31, 2021
2,260,764 65.20 
Balance as of December 31, 2022
2,260,764$65.20 
(1)Represented shares withheld by the Company for MSU holders' tax obligation upon release of vested MSUs.
No MSUs were granted, vested or canceled during the year ended December 31, 2022. The MSUs were fully expensed as of June 30, 2022. Stock-based compensation for the MSUs for the years ended December 31, 2022, 2021 and 2020 was $16.1 million, $99.2 million and $111.9 million, respectively, which was recorded in general and administrative expenses on the accompanying consolidated statement of operations. Any MSUs that remain unvested at the end of the seven-year performance period will automatically be forfeited and terminated without further consideration.
AMEA 2020 Equity Incentive Plan
In August 2020, the board of directors of the Joint Venture approved its 2020 Equity Incentive Plan, or the AMEA 2020 Plan, under which the Joint Venture may grant equity incentive awards such as stock options, restricted stock, restricted stock units, stock appreciation rights and cash-based awards to its employees and non-employees. Stock options granted may be either incentive stock options or nonstatutory stock options. Incentive stock options may be granted only to employees of the Joint Venture or its affiliates. Nonstatutory stock options may be granted to employees, directors and non-employee consultants. Stock options may be granted at an exercise price of not less than the fair market value of the Joint Venture's common stock on the date of grant, determined by the board of directors of the Joint Venture. Options generally vest over 4 years and expire as determined by the board of directors of the Joint Venture, provided that the term of options may not exceed 10 years from the date of grant. For individuals holding more than 10% of the total combined voting power of all classes of stock of the Joint Venture, the exercise price of an option will not be less than 110% of the fair market value of the Joint Venture's common stock on the date of grant, and the term of the option will not exceed 5 years. A total of 4,595,555 shares of the Joint Venture's Class B common stock were initially reserved for issuance under the AMEA 2020 Plan, and the number of shares may be increased in accordance with the terms of the AMEA 2020 Plan.
In June 2022, in connection with the Joint Venture Acquisition, the Company issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options, at a price of $4.44 per share determined pursuant to an independent valuation. In July 2022, the Company settled the tender offer with the 39 grantees for a total amount of $13.7 million. In addition, in connection with the Joint Venture Acquisition, the unvested Joint Venture's stock options were cancelled and such grantees received replacement awards covering a number of shares of the Company's common stock. The replacement awards, valued at $4.1 million, are subject to the same vesting schedule that applied to the unvested Joint Venture's stock option immediately prior to the close of the Joint Venture Acquisition transaction, to be recognized over a weighted-average period of 2.2 years. The Company accounted for this as a modification which resulted in an immaterial incremental stock-based compensation expense. After the settlement of the tender offer in July 2022, the Company cancelled the AMEA 2020 Plan.
A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 		Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2020
——$— 0.0$— 
Shares authorized4,595,555—— 
Granted(4,062,224)4,062,2240.58 
Canceled8,889(8,889)0.58 
Balance as of December 31, 2020
542,2204,053,3350.58 9.6— 
Granted(826,667)826,6670.58 
Exercised—(602,408)0.58 
Canceled625,375(625,375)0.58 
Balance as of December 31, 2021
340,9283,652,2190.58 8.8— 
Exercised—(2,051,645)0.58 
Canceled82,407(82,407)0.58 
Canceled in connection with the Joint Venture Acquisition(423,335)(1,518,167)0.58 
Balance as of December 31, 2022
——$— 0.0$— 
Vested and Exercisable as of December 31, 2022
—$— 0.0$— 
No stock options were granted under the AMEA 2020 Plan for the year ended December 31, 2022. The weighted-average grant date fair value of options granted under the AMEA 2020 Plan was $0.33 and $0.33 per share for the years ended December 31, 2021 and 2020, respectively.
Stock‑Based Compensation Expense
The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture:
Year Ended December 31,
202220212020
(in thousands)
Cost of precision oncology testing
$5,498 $3,468 $1,839 
Research and development expense
26,630 18,907 10,024 
Sales and marketing expense
25,442 15,479 9,279 
General and administrative expense
37,115 113,595 122,971 
Total stock-based compensation expense
$94,685 $151,449 $144,113 
Valuation of Stock Options
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions including the Joint Venture:
Year Ended December 31,
202220212020
Expected term (in years)
5.50 – 6.10
5.49 – 6.06
5.50 – 6.10
Expected volatility
63.3% – 67.6%
63.6% – 66.7%
63.6% – 73.3%
Risk-free interest rate
1.9% – 4.4%
0.3% – 1.3%
0.3% – 1.6%
Expected dividend yield
—%
—%
—%
The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company and the Joint Venture, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:
Fair Value of Common Stock
The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market. The grant date fair value of the Joint Venture's common stock was determined by the board of directors of the Joint Venture. The grant date fair value of the Joint Venture’s common stock was determined using valuation methodologies which utilize certain assumptions including probability weighting of events, volatility, time to liquidation, a risk-free interest rate and an assumption for a discount for lack of marketability. In determining the fair value of the Joint Venture’s common stock, the methodologies used to estimate the enterprise value of the Joint Venture were performed using methodologies, approaches, and assumptions consistent with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.
Expected Term
The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.
Expected Volatility
Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with the IPO, there was no active trading market for the Company’s common stock. Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.
The Joint Venture derived the expected volatility from the average historical volatility over a period approximately equal to the expected term of comparable publicly traded companies within its peer group that were deemed to be representative of future stock price trends as the Joint Venture did not have any trading history for its common stock.
Risk-Free Interest Rate
The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.
Expected Dividend Yield
The Company and the Joint Venture does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.
Valuation of MSUs
The estimated fair value of the MSUs was determined using a Monte Carlo simulation model. The valuation assumptions used were substantially consistent with the assumption used to value stock options with the exception of the following:
Expected Volatility
Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies and implied volatility of publicly traded options in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.
Expected Term
The expected term represents the derived service period for the respective tranches which has been estimated using the Monte Carlo simulation model.
Risky Rate
The risky rate represents the Company's cost of equity.
Discount for Lack of Marketability
The discount for lack of marketability represents the discount applied for post vest term restrictions and has been derived using the Monte Carlo simulation model.
The following assumptions were used to calculate the stock-based compensation for MSUs: a weighted-average expected term of 0.83 – 2.07 years; expected volatility of 65.5%; a risk-free interest rate of 0.53%; a zero dividend yield; a risky rate (cost of equity) of 16%; and a discount for post-vesting restrictions of 10.4% – 14.5%.
2018 Employee Stock Purchase Plan
In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. Effective as of January 1, 2020, an additional 942,614 shares of common stock became available for issuance under the ESPP.
Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 10% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 15 and November 15 of each year.
Shares of common stock purchased under the ESPP were 307,953, 110,227 and 96,040, for the years ended December 31, 2022, 2021 and 2020, respectively. The total compensation expense related to the ESPP was $4.6 million, $3.5 million and $3.0 million, for the years ended December 31, 2022, 2021 and 2020, respectively.
The fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The valuation assumptions used were substantially consistent with the assumption used to value stock options with the exception of the expected term which was based on the term of each purchase period.
The grant date fair value of the stock purchase right granted under the ESPP was estimated using a Black-Scholes option-pricing model with the following assumptions:
Year Ended December 31,
202220212020
Expected term (in years)
0.50
0.50
0.50
Expected volatility
81.8% – 92.0%
46.5% – 50.8%
45.7% – 73.2%
Risk-free interest rate
1.5% – 4.5%
—% – 0.1%
0.1% – 0.2%
Expected dividend yield
—%
—%
—%
As of December 31, 2022, the unrecognized stock-based compensation expense related to the ESPP was $2.8 million, which is expected to be recognized over the remaining term of the offering period of 0.4 years.
v3.22.4
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders
The following table sets forth the computation of the basic and diluted net loss per share attributable to Guardant Health, Inc. common stockholders:
Year Ended December 31,
202220212020
(in thousands, except per share data)
Net loss$(654,588)$(384,770)$(246,283)
Adjustment of redeemable noncontrolling interest
— (20,900)(7,500)
Net loss attributable to Guardant Health, Inc. common stockholders, basic and diluted
$(654,588)$(405,670)$(253,783)
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted
$(6.41)$(4.00)$(2.60)
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted
102,178 101,314 97,504 
Since the Company was in a loss position for all periods presented, basic net loss per share attributable to Guardant Health, Inc. common stockholders is the same as diluted net loss per share attributable to Guardant Health, Inc. common stockholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to Guardant Health, Inc. common stockholders for the periods presented as they had an anti-dilutive effect:
Year Ended December 31,
202220212020
(in thousands)
Stock options issued and outstanding (1)
2,799 2,715 3,830 
Restricted stock units2,342 1,208 687 
MSUs2,261 2,357 2,031 
PSUs354 397 60 
ESPP obligation105 45 37 
Common stock subject to repurchase— 7 18 
Convertible senior notes8,225 8,225 961 
Total16,086 14,954 7,624 
(1)    Excludes stock options of 3,652,219 and 4,053,335 shares of the Joint Venture's Class B common stock granted under the AMEA 2020 Plan as of December 31, 2021 and 2020, respectively.
v3.22.4
Income Taxes
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of loss before provision for income taxes were as follows (in thousands):
Year Ended December 31,
202220212020
(in thousands)
United States$(659,757)$(384,976)$(246,463)
Foreign6,308 506 559 
Total(653,449)(384,470)(245,904)
The components of the provision for income taxes are as follows:
Year Ended December 31,
202220212020
(in thousands)
Current:
State$127$4$5 
Foreign1,248118242 
Total current tax expense
$1,375$122$247 
Deferred:
Federal $18$108$184 
State32034 
Foreign(257)50(86)
Total deferred tax expense
$(236)$178$132 
Total provision for income taxes
$1,139$300$379 
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:
As of December 31,
20222021
(in thousands)
Deferred tax assets:
Net operating losses carryforwards
$294,757 $232,657 
Capitalized research and development costs89,084 — 
Property, equipment and intangible assets7,422 13,233 
Accruals and reserves
12,917 10,326 
Research and development credits
49,865 33,977 
Stock-based compensation
16,507 10,217 
Lease liabilities
59,757 59,465 
Other
4,378 948 
Total deferred tax asset
$534,687 $360,823 
Deferred tax liabilities:
Section 481 (a) adjustment— (305)
Right-of-use asset(44,825)(47,130)
Other(316)(14)
Total deferred tax liabilities
(45,141)(47,449)
Less: valuation allowance(489,040)(313,125)
Net deferred tax assets$506 $249 
    
The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the periods presented:
Year Ended December 31,
202220212020
(in thousands)
Tax at the statutory federal rate$(137,276)$(80,739)$(51,639)
Other nondeductible items1,795 1,399 786 
Stock-based compensation7,905 1,354 (13,382)
Research and development credits(15,738)(14,956)(7,890)
Change in valuation allowance175,916 106,227 81,395 
State taxes, net of federal benefits
(28,522)(14,998)(11,119)
Other
(2,941)2,013 2,228 
Total provision for (benefit from) income taxes
$1,139 $300 $379 
The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the year ended December 31, 2022, 2021 and 2020, primarily due to the change in valuation allowance, state income taxes net of federal benefits, research and development tax credits, and stock-based compensation expenses.
As of December 31, 2022 and 2021, the Company had a net operating loss carryforwards of $1.2 billion and $1.0 billion for federal purposes, and $871.4 million and $542.0 million for state and local purposes, respectively, which may be subject to limitations as described below. If not utilized, these carryforwards will begin to expire in 2031 for federal, and 2023 for state and local purposes. Federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. Some but not all states conform to the federal treatment of net operating losses.
As of December 31, 2022 and 2021, the Company had research and development tax credit carryforwards for federal tax purposes of $32.7 million and $21.4 million, and state research and development tax credit carryforwards of $21.8 million and $15.9 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in the year 2032. The Company’s state research and development tax credit carryforwards do not expire.
Utilization of the net operating loss, or NOL, carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382, or Section 382. If there should be an ownership change, the Company’s ability to utilize its NOL carryforwards and credits could be limited. The Company has not performed a Section 382 analysis.
Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of U.S. operating losses, the Company believes that the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The net change in total valuation allowance was an increase of $175.9 million, an increase of $188.7 million and a decrease of $0.8 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company has not recorded a provision for deferred U.S. tax expense that could result from the remittance of foreign undistributed earnings since the Company intends to reinvest the earnings in its foreign subsidiaries indefinitely.
The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income, or GILTI, taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.
Uncertain Tax Positions
The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of $29.6 million and $20.1 million as of December 31, 2022 and 2021, respectively, which, if recognized, would not affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets.
A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows:
Year Ended December 31,
202220212020
(in thousands)
Unrecognized tax benefits - Beginning of period$20,100 $11,269 $6,543 
Increases related to current year’s tax positions9,233 8,223 4,666 
Increases related to prior years’ tax positions301 608 60 
Unrecognized tax benefits - End of period$29,634 $20,100 $11,269 
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2022, 2021 and 2020, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.
Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns.
v3.22.4
Employee Benefit Plan
 12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
Employee Benefit Plan Employee Benefit PlanThe Company sponsors a 401(k) plan, and pursuant to its terms, eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. For the years ended December 31, 2022, 2021 and 2020, the Company contributed $6.7 million, $4.5 million and $2.8 million, respectively, to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.
v3.22.4
Segment and Geographic Information
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Segment and Geographic Information Segment and Geographic Information
The Company operates as one operating segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:
Year Ended December 31,
202220212020
(in thousands)
United States $420,618 $352,561 $264,657 
International(1)
28,920 21,092 22,073 
Total revenue
$449,538 $373,653 $286,730 
(1)    No single country outside of the United States accounted for more than 10% of total revenue during each of the years ended December 31, 2022, 2021 and 2020.
As of December 31, 2022 and 2021, 99% and 98%, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States.
v3.22.4
Related Party Transactions
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
Related Party Transactions Related Party TransactionsAs discussed in Note 3, Joint Venture, in May 2018, the Company and an affiliate of SoftBank formed and capitalized the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa. Prior to the completion of the Joint Venture Acquisition in June 2022, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation.
v3.22.4
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP. The accompanying consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture (see Note 1, Description of Business and Note 3, Joint Venture), and its wholly owned subsidiaries. Other stockholders’ interests in the Joint Venture were shown in the consolidated financial statements as noncontrolling interest liability before the Joint Venture Acquisition was completed. All intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications of prior period amounts were made to conform with the current period presentation.
The Company believes that its existing cash and cash equivalents and marketable debt securities as of December 31, 2022 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for (benefit from) income taxes, including related reserves, valuation of non-marketable securities, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
The severity of the impact of the COVID-19 pandemic on the Company's business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic, and the impact of any variants of the virus, the extent and severity of the impact on the Company's customers and suppliers, the continued disruption to demand for the Company's products and services, and the impact of the global business and economic environment on liquidity and the availability of capital, all of which are uncertain and cannot be predicted.
Segment Information
Segment Information
The Company operates as one operating and reportable segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
Cash and Cash Equivalents and Restricted Cash
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.
Restricted cash consists of payroll withholding related to the Company's enrollment in certain voluntary disability insurance plan.
Marketable Debt Securities
Marketable Debt Securities
Marketable debt securities consist primarily of high-grade U.S. government and agency securities and corporate bonds. Marketable debt securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable debt securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable debt securities. The Company classifies all marketable debt securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive gain (loss) in stockholders’ equity. Any premium or discount arising at purchase is amortized or accreted to interest income or expense.
The Company periodically evaluates its available-for-sale marketable debt securities for impairment. When the fair value of a marketable debt security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity.
Non Marketable Securities Non-Marketable SecuritiesThe Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investees. The Company's non-marketable equity and other related investments totaled $25.0 million and $39.4 million as of December 31, 2022, and 2021, respectively, and are included in other assets, net on the accompanying consolidated balance sheets. Non-marketable securities are subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment, qualitative and quantitative analysis of the operating performance of the investee; changes in operating structure or management of the investee; additional funding requirements; and the investee’s ability to remain in business. Pursuant to one of the investments in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022 based on an independent third-party valuation, which has been included in other income (expense), net on the accompanying consolidated statements of operations. No other impairment or downward adjustments to the carrying value of non-marketable securities have been otherwise recorded. In addition, pursuant to another investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the Company, on or before October 1, 2023. In July 2022, one of the investees completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in the investee at fair value on a recurring basis (see Note 5, Fair Value Measurements, Cash Equivalents and Marketable Securities).
Concentration of Risk
Concentration of Risk
The Company is subject to credit risk from its portfolio of cash equivalents held at one commercial bank and investments in marketable debt securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.
The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.
The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other, primarily with biopharmaceutical companies and international laboratory partners, all of which have high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded at net amount.
The Company is also subject to credit risk from its other receivables and other assets.
Accounts Receivable, Net
Accounts Receivable, Net
Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of December 31, 2022 and 2021, the Company had unbilled receivables of $5.4 million and $5.7 million, respectively.
The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. As of December 31, 2022 and 2021, the Company had immaterial allowance for credit losses related to its accounts receivable.
Inventory, Net
Inventory, Net
Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing tests, and therefore the Company does not maintain any finished goods inventory.
In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required. Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing and cost of development services and other, as appropriate.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Asset Acquisition
Asset Acquisition
If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition rather than a business combination. An asset acquisition does not result in the recognition of goodwill and transaction costs are capitalized as part of the cost of the asset or group of assets acquired. Transaction costs allocated to in-process research and development technology with no future alternate use is expensed as incurred. The total consideration is allocated to the various intangible assets acquired on a relative fair value basis. Cash paid in connection of purchase of in-process research and development technology in an asset acquisition is presented within the investing section of the consolidated statement of cash flows.
Goodwill and Intangible Assets, net
Goodwill and Intangible Assets, net
Intangible assets related to in-process research and development costs, or IPR&D, acquired in a business combination are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time. Prior to completion of the research and development efforts, the assets are considered indefinite-lived. During this period, the assets will not be amortized but will be tested for impairment on an annual basis and between annual tests if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts. In connection with the launch of Shield LDT in May 2022, the Company's IPR&D of $1.6 million was reclassified as an intangible asset with a useful life of 2 years.
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. As of December 31, 2022, there has been no impairment of goodwill.
Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 2—12 years.
Impairment for Long-Lived Assets
Impairment for Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Post-acquisition Contingent Consideration Post-acquisition Contingent Consideration Post-acquisition contingent consideration is recognized over the service period, subject to meeting the respective service requirements and performance metrics.
Leases
Leases
The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Convertible Senior Notes
Convertible Senior Notes
In accounting for the issuance of the convertible senior notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that did not have an associated convertible feature, using a discounted cash flow model with a risk adjusted yield. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. This difference represented a debt discount that was amortized to interest expense using the effective interest method over the term of the notes. The equity component was not remeasured as long as it continued to meet the conditions for equity classification. In accounting for the transaction costs related to the issuance of the notes, the Company allocated the total amount incurred to the liability and equity components based on their relative fair values. Transaction costs attributable to the liability component were netted with the liability component and amortized to interest expense using the effective interest method over the term of the notes. Transaction costs attributable to the equity component were netted with the equity component of the notes in additional paid-in capital in the consolidated balance sheets.
Upon adoption of ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity on January 1, 2021, the Company reclassified the carrying amount of the equity component of the cash conversion feature including the allocated debt issuance costs from additional paid-in capital to convertible senior notes, net. Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method.
Revenue Recognition
Revenue Recognition
The Company derives revenue from the provision of precision oncology testing services, as well as from development services and other. Precision oncology testing services include genomic profiling and the delivery of other genomic information derived from the Company’s platform. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies and kit fulfillment. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes, international laboratory partners and distributors.
Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. FASB ASC Topic 606, Revenue from Contracts with Customers, provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Precision oncology testing
The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of future revenue reversal. For the year ended December 31, 2022, 2021 and 2020, the Company recorded $8.8 million, $19.3 million and $26.0 million as revenue, respectively, resulting from cash collections exceeding the estimated variable consideration related to samples processed in previous years, including revenue received from successful appeals of reimbursement denials, net of recoupments.
Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.
Development services and other
The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations.
The Company collaborates with biopharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For the companion diagnostic development and regulatory approval services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of these contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied such that it is probable a significant reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.
The Company recognizes companion diagnostic development and regulatory approval services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other.
The Company also recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed.
In addition, other revenue includes amounts derived from licensing the Company's digital sequencing technologies to its domestic customers and international laboratory partners, and kit fulfillment. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete, or over the technology transfer period. Kit fulfillment related revenues are recognized when such products are delivered.
Contracts with multiple performance obligations
Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated.
For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract.
Deferred revenue
Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company’s performance of the related services. Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of December 31, 2022, the deferred revenue balance was $21.2 million, of which $3.8 million is considered long-term and was recorded within other long-term liabilities on the accompanying consolidated balance sheets. As of December 31, 2021, the deferred revenue balance was $11.3 million. Revenue recognized in the year ended December 31, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $7.6 million, and revenue recognized in the year ended December 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $8.3 million, respectively.
Transaction price allocated to the remaining performance obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1-2 years.
Costs of Precision Oncology Testing
Costs of Precision Oncology Testing
Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, lease costs, amortization of leasehold improvements, and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test. Royalties for licensed technology calculated as a percentage of revenues generated using the associated technology are recorded as expense at the time the related revenues are recognized. One-time royalty payments related to signing of license agreements or other milestones, such as issuance of new patents, are amortized to expense over the expected useful life of the applicable patent rights.
Cost of Development Services and Other
Cost of Development Services and Other
Cost of development service and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers and other revenues included as noted above. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other.
Research and Development Expenses
Research and Development Expenses
Research and development expenses are comprised of costs incurred to develop technology and include compensation and benefits, reagents and supplies used in research and development laboratory work, infrastructure expenses, including allocated facility occupancy and information technology costs, contract services and other outside costs. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop the Company’s technology capabilities are recorded as research and development unless they meet the criteria to be capitalized as internal-use software costs.
Advertising AdvertisingThe Company expenses advertising costs as incurred.
Stock-Based Compensation
Stock‑Based Compensation
Stock‑based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.
The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan, the 2018 Incentive Award Plan, and the Joint Venture's 2020 Equity Incentive Plan, and stock purchase rights granted under the 2018 Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield. The board of directors of the Joint Venture determined the fair value of common stock of the Joint Venture. Forfeitures are accounted for as they occur.
For market-based restricted stock units, the Company derives the requisite service period using the Monte Carlo simulation model and the related compensation expense is recognized over the derived service period using an accelerated attribution model commencing on the grant date. Stock-based compensation expense will be recorded regardless of whether the market conditions are achieved or not. If the related market condition is achieved earlier than its estimated derived service period, the stock-based compensation expense will be accelerated, and a cumulative catch-up expense will be recorded during the period in which the market condition is met.
The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award.
Income Taxes
Income Taxes
Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.
The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.
Net Loss Per Share Attributable to Common Stockholders
Net Loss Per Share Attributable to Common Stockholders
The Company calculates basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share attributable to common stockholders is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, shares subject to repurchase from early exercised options and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
v3.22.4
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Schedules of Concentration of Risk, by Risk Factor
A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective consolidated balance sheet date, are as follows:
RevenueAccounts Receivable, Net
Year Ended December 31,As of December 31,
20222021202020222021
Customer A
**10 %12 %*
Customer B
30 %29 %25 %11 %13 %
Customer C
****10 %
Customer D****13 %
*    less than 10%
Contractual Receivables, Allowance For Credit Loss
The following table presents the receivable and the related credit loss amounts:
As of December 31,
20222021
(in thousands)
Prepaid expenses and other current assets:
Gross Amount
$— $— 
Allowance for Credit Losses
— — 
Net Amount
$— $— 
Other assets:
Gross Amount
$4,800 $5,900 
Allowance for Credit Losses
(4,800)(5,900)
Net Amount
$— $— 
The following table summarizes the allowance for credit losses activities for the years ended December 31, 2022, 2021 and 2020:
Year Ended December 31,
202220212020
(in thousands)
Prepaid expenses and other current assets:
Allowance for credit losses—Beginning of period
$— $— $— 
Charged to (reversed from) other income (expense), net
(1,100)(1,100)— 
Reclassification
1,100 1,100 — 
Allowance for credit losses—End of period
$— $— $— 
Other assets:
Allowance for credit losses—Beginning of period
$5,900 $7,000 $— 
Charged to (reversed from) other income (expense), net
— — 7,000 
Reclassification
(1,100)(1,100)— 
Allowance for credit losses—End of period
$4,800 $5,900 $7,000 
Schedule of Property, Plant and Equipment
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Property and equipment, net consist of the following:
As of December 31,
20222021
(in thousands)
Machinery and equipment
$95,764 $63,022 
Leasehold improvements
99,781 38,702 
Computer hardware
29,744 16,685 
Construction in progress(1)
20,598 55,873 
Furniture and fixtures
8,367 3,683 
Computer software
1,797 1,320 
Property and equipment, gross
$256,051 $179,285 
Less: accumulated depreciation
(88,131)(54,824)
Property and equipment, net
$167,920 $124,461 
(1)    As of December 31, 2022 and 2021, $2.2 million and $45.8 million of construction in progress was related to leasehold improvements, furniture and equipment for the office in Palo Alto, California, respectively. Starting from February 2022, part of the Palo Alto office has been put in service and related construction in progress has been transferred to fixed assets.
v3.22.4
Consolidated Balance Sheet Components (Tables)
 12 Months Ended
Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]  
Schedule of Property, Plant and Equipment
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Property and equipment, net consist of the following:
As of December 31,
20222021
(in thousands)
Machinery and equipment
$95,764 $63,022 
Leasehold improvements
99,781 38,702 
Computer hardware
29,744 16,685 
Construction in progress(1)
20,598 55,873 
Furniture and fixtures
8,367 3,683 
Computer software
1,797 1,320 
Property and equipment, gross
$256,051 $179,285 
Less: accumulated depreciation
(88,131)(54,824)
Property and equipment, net
$167,920 $124,461 
(1)    As of December 31, 2022 and 2021, $2.2 million and $45.8 million of construction in progress was related to leasehold improvements, furniture and equipment for the office in Palo Alto, California, respectively. Starting from February 2022, part of the Palo Alto office has been put in service and related construction in progress has been transferred to fixed assets.
Schedule of Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
As of December 31,
20222021
(in thousands)
Accounts payable$68,911 $38,517 
Accrued compensation55,788 42,496 
Operating lease liabilities
21,878 12,856 
Others
29,240 11,492 
Total accounts payable and accrued liabilities
$175,817 $105,361 
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities (Tables)
 12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measurements, Recurring and Nonrecurring
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:
December 31, 2022
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$3,104 $3,104 $— $— 
U.S. government debt securities
14,987 — 14,987 — 
Total cash equivalents
$18,091 $3,104 $14,987 $— 
U.S. government debt securities
$869,584 $— $869,584 $— 
Total short-term marketable debt securities
$869,584 $— $869,584 $— 
Long-term marketable equity securities$18,291 $18,291 $— $— 
Total
$905,966 $21,395 $884,571 $— 
Financial Liabilities:
Contingent consideration
$6,430 $— $— $6,430 
Total$6,430 $— $— $6,430 
December 31, 2021
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$357,785 $357,785 $— $— 
Total cash equivalents
$357,785 $357,785 $— $— 
U.S. government debt securities
$440,546 $— $440,546 $— 
Total short-term marketable debt securities
$440,546 $— $440,546 $— 
U.S. government debt securities
$698,034 $— $698,034 $— 
Total long-term marketable debt securities
$698,034 $— $698,034 $— 
Total
$1,496,365 $357,785 $1,138,580 $— 
Financial Liabilities:
Contingent consideration
$3,625 $— $— $3,625 
Total
$3,625 $— $— $3,625 
Schedule of Level 3 Activity
The following tables summarize the activities for the Level 3 financial instruments for the years ended December 31, 2022, 2021 and 2020:
Contingent Consideration
Year Ended December 31,
202220212020
(in thousands)
Fair value — beginning of period$3,625 $1,245 $1,365 
Increase (decrease) in fair value 4,305 2,380 (120)
Settlement(1,500)— — 
Fair value — end of period$6,430 $3,625 $1,245 
Noncontrolling Interest Liability
Redeemable Noncontrolling Interest
Year Ended December 31,Year Ended December 31,
2022202120212020
(in thousands)
Fair value — beginning of period$78,000 $— $57,100 $49,600 
Increase in fair value 99,785 — 27,244 12,934 
Net loss for the period— — (6,344)(5,434)
Settlement(177,785)— — — 
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability— 78,000 (78,000)— 
Fair value — end of period$— $78,000 $— $57,100 
Schedule of Cash Equivalents and Marketable Securities'
The following tables summarize the Company’s cash equivalents and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:
December 31, 2022
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market fund
$3,104 $— $— $3,104 
U.S. government debt securities
901,342 8 (16,779)884,571 
Total
$904,446 $8 $(16,779)$887,675 
December 31, 2021
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market fund
$357,785 $— $— $357,785 
U.S. government debt securities
1,142,172 2 (3,594)1,138,580 
Total
$1,499,957 $2 $(3,594)$1,496,365 
Schedule of Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value
The following table presents the estimated fair values and gross unrealized losses of the Company's marketable debt securities that have been in a continuous unrealized loss position as of December 31, 2022. None of the Company’s investments in marketable debt securities had been in an unrealized loss position for more than one year as of December 31, 2021.
December 31, 2022
Less Than 12 Months12 Months or GreaterTotal
Estimated Fair ValueGross Unrealized LossEstimated Fair ValueGross Unrealized LossEstimated Fair ValueGross Unrealized Loss
(in thousands)
U.S. government debt securities
$170,975 $(2,958)$685,754 $(13,821)$856,729 $(16,779)
Total
$170,975 $(2,958)$685,754 $(13,821)$856,729 $(16,779)
v3.22.4
Intangible Assets, Net and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
The following table presents details of purchased intangible assets as of December 31, 2022 and 2021:
December 31, 2022
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(3,579)$8,307 7.8
Non-compete agreements and other covenant rights
5,100 (2,747)2,353 2.9
Acquired technology1,600 (533)1,067 1.4
Total intangible assets subject to amortization
18,586 (6,859)11,727 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(6,859)$15,017 
December 31, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(2,473)$9,413 8.8
Non-compete agreements and other covenant rights5,100 (1,906)3,194 3.9
Total intangible assets subject to amortization
16,986 (4,379)12,607 
Intangible assets not subject to amortization:
IPR&D1,600 — 1,600 
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(4,379)$17,497 
Schedule of Indefinite-Lived Intangible Assets
The following table presents details of purchased intangible assets as of December 31, 2022 and 2021:
December 31, 2022
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(3,579)$8,307 7.8
Non-compete agreements and other covenant rights
5,100 (2,747)2,353 2.9
Acquired technology1,600 (533)1,067 1.4
Total intangible assets subject to amortization
18,586 (6,859)11,727 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(6,859)$15,017 
December 31, 2021
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(2,473)$9,413 8.8
Non-compete agreements and other covenant rights5,100 (1,906)3,194 3.9
Total intangible assets subject to amortization
16,986 (4,379)12,607 
Intangible assets not subject to amortization:
IPR&D1,600 — 1,600 
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(4,379)$17,497 
Schedule of Future Amortization Expense
The following table summarizes estimated future amortization expense of finite-lived intangible assets, net:
Year Ending December 31,
(in thousands)
20232,747 
20242,219 
20251,670 
20261,212 
20271,107 
2028 and thereafter
2,772 
Total$11,727 
v3.22.4
Debt (Tables)
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instrument Components
The following table sets forth the net carrying amounts of the 2027 Notes as of December 31, 2022 and 2021:
As of December 31,
20222021
(in thousands)
Liability component:
Principal$1,150,000 $1,150,000 
Less: debt issuance costs, net of amortization(12,609)(15,179)
Net carrying amount$1,137,391 $1,134,821 
Schedule of Interest Expense
The following table sets forth interest expense recognized related to the Notes:
For the Year Ended December 31,
202220212020
(in thousands)
Amortization of debt discount$— $— $4,593 
Amortization of debt issuance costs2,569 2,564 136 
Total interest expense recognized$2,569 $2,564 $4,729 
Effective interest rate of the liability component0.2 %0.2 %5.2 %
v3.22.4
Leases (Tables)
 12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Lease Information
As of December 31,
20222021
Weighted-average remaining lease term (in years)
9.110.0
Weighted-average discount rate
3.93 %4.01 %
Schedule of Operating Lease Liability Maturities
The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2022:
Year Ending December 31,
(in thousands)
2023$30,361 
202432,856 
202532,220 
202627,715 
202724,479 
2028 and thereafter
125,157 
Total operating lease payments$272,788 
Less: imputed interest(40,895)
Total operating lease liabilities$231,893 
v3.22.4
Common Stock (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance
The Company’s common stock has been reserved for the following potential future issuances:
As of December 31,
20222021
Shares underlying outstanding stock options
3,402,574 2,624,974
Shares underlying unvested restricted stock units3,687,888 1,498,553
Market-based restricted stock units2,260,764 2,260,764
Performance-based restricted stock units341,713 374,596
Shares available for issuance under the 2018 Incentive Award Plan
5,438,296 5,231,624
Shares available for issuance under the 2018 Employee Stock Purchase Plan1,118,311 1,426,264
Total 16,249,54613,416,775
v3.22.4
Stock-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
A summary of the Company’s stock option activity under the 2012 Plan and the 2018 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 		Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2020
2,726,225 4,494,889 $10.90 7.7$306,392 
2018 Plan annual increase(1)
3,689,000 — 
Granted(127,590)127,590 81.78 
Exercised— (1,446,843)6.59 
Canceled20,370 (74,455)12.13 
Restricted stock units granted(823,454)— 
Restricted stock units canceled
103,742 — 
Market-based restricted stock units granted(3,391,148)— 
Performance-based restricted stock units granted(377,922)— 
Balance as of December 31, 2020
1,819,223 3,101,181 15.80 6.9350,670 
2018 Plan annual increase(1)
3,689,000 — 
Granted(345,774)345,774 119.82 
Exercised— (693,074)11.19 
Canceled65,523 (128,907)47.51 
Restricted stock units granted(873,916)— 
Restricted stock units canceled
315,988 — 
Market-based restricted stock units canceled558,254 — 
Performance-based restricted stock units granted(52,917)— 
Performance-based restricted stock units canceled56,243 — 
Balance as of December 31, 2021
5,231,624 2,624,974 29.17 6.5193,014 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,051,466)1,051,466 44.86 
Granted in connection with the Joint Venture Acquisition(15,128)15,128 4.90 
Exercised— (228,311)6.29 
Canceled56,391 (60,683)90.84 
Restricted stock units granted(2,995,533)— 
Restricted stock units canceled
490,525 — 
Performance-based restricted stock units granted(26,935)— 
Performance-based restricted stock units canceled59,818 — 
Balance as of December 31, 2022
5,438,296 3,402,574 $34.34 6.8$39,749 
Vested and Exercisable as of December 31, 2022
2,056,695 $19.88 5.2$38,837 
(1)Effective as of January 1, 2020, 2021 and 2022, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of an automatic annual increase provision therein.
A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 		Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2020
——$— 0.0$— 
Shares authorized4,595,555—— 
Granted(4,062,224)4,062,2240.58 
Canceled8,889(8,889)0.58 
Balance as of December 31, 2020
542,2204,053,3350.58 9.6— 
Granted(826,667)826,6670.58 
Exercised—(602,408)0.58 
Canceled625,375(625,375)0.58 
Balance as of December 31, 2021
340,9283,652,2190.58 8.8— 
Exercised—(2,051,645)0.58 
Canceled82,407(82,407)0.58 
Canceled in connection with the Joint Venture Acquisition(423,335)(1,518,167)0.58 
Balance as of December 31, 2022
——$— 0.0$— 
Vested and Exercisable as of December 31, 2022
—$— 0.0$— 
Schedule of Restricted Stock Unit Activity
A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan and the 2018 Plan and related information is as follows:
Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
496,131 82.08 
Granted823,454 96.39 
Vested and released(97,188)81.43 
Canceled(103,742)79.72 
Balance as of December 31, 2020
1,118,655 92.89 
Granted873,916123.36 
Vested and released(178,030)92.14 
Canceled(315,988)97.79 
Balance as of December 31, 2021
1,498,553109.72 
Granted2,902,21745.04 
Granted in connection with the Joint Venture Acquisition93,31638.24 
Vested and released(315,673)96.36 
Canceled(490,525)90.52 
Balance as of December 31, 2022
3,687,888$60.70 
A summary of the Company’s performance-based restricted stock unit activity under the 2018 Plan and related information is as follows:
Performance-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
— $— 
Granted377,922 113.40 
Balance as of December 31, 2020
377,922 113.40 
Granted52,917 135.94 
Canceled(56,243)113.40 
Balance as of December 31, 2021
374,596 116.58 
Granted26,935 37.50 
Canceled(59,818)114.94 
Balance as of December 31, 2022
341,713$110.64 
A summary of the Company’s market-based restricted stock unit activity under the 2018 Plan and related information is as follows:
Market-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2020
— $— 
Granted3,391,148 67.00 
Balance as of December 31, 2020
3,391,148 67.00 
Vested and released(572,130)70.58 
Canceled (1)
(558,254)70.58 
Balance as of December 31, 2021
2,260,764 65.20 
Balance as of December 31, 2022
2,260,764$65.20 
(1)Represented shares withheld by the Company for MSU holders' tax obligation upon release of vested MSUs.
Schedule of Performance-based Restricted Stock Unites Vesting Conditions The following table presents additional information relating to each MSU award:
TranchePrice GoalNumber of RSUs
Tranche 1
$120 per share
565,192
Tranche 2
$150 per share
565,191
Tranche 3
$200 per share
565,191
Schedule of Stock Based Compensation Expense
The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture:
Year Ended December 31,
202220212020
(in thousands)
Cost of precision oncology testing
$5,498 $3,468 $1,839 
Research and development expense
26,630 18,907 10,024 
Sales and marketing expense
25,442 15,479 9,279 
General and administrative expense
37,115 113,595 122,971 
Total stock-based compensation expense
$94,685 $151,449 $144,113 
Schedule of Stock Options Valuation Assumptions
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions including the Joint Venture:
Year Ended December 31,
202220212020
Expected term (in years)
5.50 – 6.10
5.49 – 6.06
5.50 – 6.10
Expected volatility
63.3% – 67.6%
63.6% – 66.7%
63.6% – 73.3%
Risk-free interest rate
1.9% – 4.4%
0.3% – 1.3%
0.3% – 1.6%
Expected dividend yield
—%
—%
—%
Schedule of Employee Stock Purchase Plan Valuation Assumptions
The grant date fair value of the stock purchase right granted under the ESPP was estimated using a Black-Scholes option-pricing model with the following assumptions:
Year Ended December 31,
202220212020
Expected term (in years)
0.50
0.50
0.50
Expected volatility
81.8% – 92.0%
46.5% – 50.8%
45.7% – 73.2%
Risk-free interest rate
1.5% – 4.5%
—% – 0.1%
0.1% – 0.2%
Expected dividend yield
—%
—%
—%
v3.22.4
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders (Tables)
 12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of the basic and diluted net loss per share attributable to Guardant Health, Inc. common stockholders:
Year Ended December 31,
202220212020
(in thousands, except per share data)
Net loss$(654,588)$(384,770)$(246,283)
Adjustment of redeemable noncontrolling interest
— (20,900)(7,500)
Net loss attributable to Guardant Health, Inc. common stockholders, basic and diluted
$(654,588)$(405,670)$(253,783)
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted
$(6.41)$(4.00)$(2.60)
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic and diluted
102,178 101,314 97,504 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share attributable to Guardant Health, Inc. common stockholders for the periods presented as they had an anti-dilutive effect:
Year Ended December 31,
202220212020
(in thousands)
Stock options issued and outstanding (1)
2,799 2,715 3,830 
Restricted stock units2,342 1,208 687 
MSUs2,261 2,357 2,031 
PSUs354 397 60 
ESPP obligation105 45 37 
Common stock subject to repurchase— 7 18 
Convertible senior notes8,225 8,225 961 
Total16,086 14,954 7,624 
(1)    Excludes stock options of 3,652,219 and 4,053,335 shares of the Joint Venture's Class B common stock granted under the AMEA 2020 Plan as of December 31, 2021 and 2020, respectively.
v3.22.4
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of components of loss before provision for income taxes
The components of loss before provision for income taxes were as follows (in thousands):
Year Ended December 31,
202220212020
(in thousands)
United States$(659,757)$(384,976)$(246,463)
Foreign6,308 506 559 
Total(653,449)(384,470)(245,904)
Schedule of components of the provision for income taxes
The components of the provision for income taxes are as follows:
Year Ended December 31,
202220212020
(in thousands)
Current:
State$127$4$5 
Foreign1,248118242 
Total current tax expense
$1,375$122$247 
Deferred:
Federal $18$108$184 
State32034 
Foreign(257)50(86)
Total deferred tax expense
$(236)$178$132 
Total provision for income taxes
$1,139$300$379 
Schedule of the components of deferred tax assets and liabilities Significant components of the Company’s deferred tax assets are as follows:
As of December 31,
20222021
(in thousands)
Deferred tax assets:
Net operating losses carryforwards
$294,757 $232,657 
Capitalized research and development costs89,084 — 
Property, equipment and intangible assets7,422 13,233 
Accruals and reserves
12,917 10,326 
Research and development credits
49,865 33,977 
Stock-based compensation
16,507 10,217 
Lease liabilities
59,757 59,465 
Other
4,378 948 
Total deferred tax asset
$534,687 $360,823 
Deferred tax liabilities:
Section 481 (a) adjustment— (305)
Right-of-use asset(44,825)(47,130)
Other(316)(14)
Total deferred tax liabilities
(45,141)(47,449)
Less: valuation allowance(489,040)(313,125)
Net deferred tax assets$506 $249 
Effective tax rate reconciliation
The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the periods presented:
Year Ended December 31,
202220212020
(in thousands)
Tax at the statutory federal rate$(137,276)$(80,739)$(51,639)
Other nondeductible items1,795 1,399 786 
Stock-based compensation7,905 1,354 (13,382)
Research and development credits(15,738)(14,956)(7,890)
Change in valuation allowance175,916 106,227 81,395 
State taxes, net of federal benefits
(28,522)(14,998)(11,119)
Other
(2,941)2,013 2,228 
Total provision for (benefit from) income taxes
$1,139 $300 $379 
Reconciliation of the balance of total gross unrecognized tax benefits
A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows:
Year Ended December 31,
202220212020
(in thousands)
Unrecognized tax benefits - Beginning of period$20,100 $11,269 $6,543 
Increases related to current year’s tax positions9,233 8,223 4,666 
Increases related to prior years’ tax positions301 608 60 
Unrecognized tax benefits - End of period$29,634 $20,100 $11,269 
v3.22.4
Segment and Geographic Information (Tables)
 12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:
Year Ended December 31,
202220212020
(in thousands)
United States $420,618 $352,561 $264,657 
International(1)
28,920 21,092 22,073 
Total revenue
$449,538 $373,653 $286,730 
(1)    No single country outside of the United States accounted for more than 10% of total revenue during each of the years ended December 31, 2022, 2021 and 2020.
v3.22.4
Description of Business (Details) - segment
 1 Months Ended
May 31, 2022
May 31, 2018
Subsidiary, Sale of Stock [Line Items]    
Number of Patients 20,000  
Guardant Health AMEA, Inc    
Subsidiary, Sale of Stock [Line Items]    
Equity method investment, ownership (as a percent)   50.00%
v3.22.4
Summary of Significant Accounting Policies - Narrative (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2022
USD ($)
May 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Aug. 31, 2020
USD ($)
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Number of operating segments | segment           1    
Number of reportable segments | segment           1    
Restricted cash – included in other assets, net $ 300   $ 100     $ 300 $ 100  
Non-marketable equity and other investments 25,000   39,400     25,000 39,400  
Impairment of other assets           5,300    
Other receivables and other assets due from a third-party         $ 8,000      
Other receivables and other assets, term         6 years      
Contractual receivables, installment payment 1,100   1,100 $ 1,000        
Contractual receivables, credit loss     4,800     0 0 $ 7,000
Contract assets 5,400   5,700     5,400 5,700  
Intangible assets, net 11,727   14,207     11,727 14,207  
Goodwill impairment 0         0    
Post-acquisition contingent consideration expense           5,200 0 0
Revenue from cash collections exceeding estimated variable consideration           8,800 19,300 26,000
Deferred revenue 21,200   $ 11,300     21,200 11,300  
Deferred revenue long term $ 3,800         3,800    
Deferred revenue, revenue recognized           7,600 8,300  
Advertising expense           $ 8,900 $ 2,400 $ 1,200
Minimum                
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Intangible assets, useful life           2 years    
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01                
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Remaining performance obligation, expected recognition period 1 year         1 year    
Maximum                
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Intangible assets, useful life           12 years    
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01                
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Remaining performance obligation, expected recognition period 2 years         2 years    
IPR&D                
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]                
Intangible assets, net   $ 1,600            
Intangible assets, useful life   2 years            
v3.22.4
Summary of Significant Accounting Policies - Schedule of Concentration Risk (Details) - Credit Concentration Risk
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Customer A | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage     10.00%
Customer A | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage 12.00%    
Customer B | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage 30.00% 29.00% 25.00%
Customer B | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage 11.00% 13.00%  
Customer C | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage   10.00%  
Customer D | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage   13.00%  
v3.22.4
Summary of Significant Accounting Policies - Useful Life of Property and Equipment, Net (Details)
 12 Months Ended
Dec. 31, 2022
Machinery and equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Useful life 5 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Useful life 7 years
Computer hardware and computer software  
Property, Plant and Equipment [Line Items]  
Useful life 3 years
v3.22.4
Summary of Significant Accounting Policies - Receivable and Related Credit Loss (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounting Policies [Abstract]        
Financing receivable, gross amount, current $ 0 $ 0 $ 0  
Financing receivable, allowance for credit losses, current 0 0 0 $ 0
Financing receivable, net amount, current 0 0 0  
Financing receivable, net amount, noncurrent 5,900 4,800 5,900  
Financing receivable, allowance for credit losses, noncurrent (5,900) (4,800) (5,900) (7,000)
Financing receivable, net amount, noncurrent 0 0 0  
Financing Receivable, Allowance for Credit Loss [Roll Forward]        
Beginning balance, financing receivable, allowance for credit loss, current   0 0 0
Charged to (reversed from) other income (expense), current   (1,100) (1,100) 0
Reclassification, current   1,100 1,100 0
Ending balance, financing receivable, allowance for credit loss, current 0 0 0 0
Beginning balance, financing receivable, allowance for credit loss, noncurrent   5,900 7,000 0
Charged to (reversed from) other income (expense), noncurrent 4,800 0 0 7,000
Reclassification, noncurrent   (1,100) (1,100) 0
Ending balance, financing receivable, allowance for credit loss, noncurrent $ 5,900 $ 4,800 $ 5,900 $ 7,000
v3.22.4
Joint Venture (Details)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
shares
Dec. 31, 2021
USD ($)
shares
Nov. 30, 2021
USD ($)
Dec. 31, 2020
USD ($)
Jun. 30, 2020
shares
May 31, 2018
seat
Schedule of Equity Method Investments [Line Items]              
Common stock, shares reserved for future issuance (in shares) | shares   16,249,546 13,416,775        
Noncontrolling interest liability   $ 0 $ 78,000 $ 78,000 $ 0    
Level 3 | Fair value, measurements, recurring | Noncontrolling Interest Liability              
Schedule of Equity Method Investments [Line Items]              
Settlement $ 177,800 (177,785) 0        
Increase (decrease) in fair value   $ 99,785 $ 0        
Guardant Health AMEA, Inc              
Schedule of Equity Method Investments [Line Items]              
Equity method investment, ownership (as a percent)             50.00%
Number of seats on the board | seat             2
Threshold period for unremedied material breach of the joint venture agreement by the other party (in days)   20 days          
Guardant Health AMEA, Inc | AMEA 2020 Plan | Common Class B              
Schedule of Equity Method Investments [Line Items]              
Common stock, shares reserved for future issuance (in shares) | shares   4,595,555       4,595,555  
v3.22.4
Consolidated Balance Sheet Components - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 256,051 $ 179,285
Less: accumulated depreciation (88,131) (54,824)
Property and equipment, net 167,920 124,461
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 95,764 63,022
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 99,781 38,702
Computer hardware    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 29,744 16,685
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 20,598 55,873
Construction in progress | Office In Palo Alto, California    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 2,200 45,800
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 8,367 3,683
Computer software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 1,797 $ 1,320
v3.22.4
Consolidated Balance Sheet Components - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]      
Depreciation and amortization expense $ 33.4 $ 20.2 $ 14.1
v3.22.4
Consolidated Balance Sheet Components - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Balance Sheet Related Disclosures [Abstract]    
Accounts payable $ 68,911 $ 38,517
Accrued compensation 55,788 42,496
Operating lease liabilities $ 21,878 $ 12,856
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Total accounts payable and accrued liabilities Total accounts payable and accrued liabilities
Others $ 29,240 $ 11,492
Total accounts payable and accrued liabilities $ 175,817 $ 105,361
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities - Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term marketable debt securities $ 0 $ 698,034
Fair value, measurements, recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 18,091 357,785
Debt securities, short-term 869,584 440,546
Debt securities, long-term   698,034
Long-term marketable debt securities 18,291  
Total assets 905,966 1,496,365
Contingent consideration 6,430 3,625
Financial and nonfinancial liabilities, fair value disclosure 6,430 3,625
Fair value, measurements, recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 3,104 357,785
Debt securities, short-term 0 0
Debt securities, long-term   0
Long-term marketable debt securities 18,291  
Total assets 21,395 357,785
Contingent consideration 0 0
Financial and nonfinancial liabilities, fair value disclosure 0 0
Fair value, measurements, recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 14,987 0
Debt securities, short-term 869,584 440,546
Debt securities, long-term   698,034
Long-term marketable debt securities 0  
Total assets 884,571 1,138,580
Contingent consideration 0 0
Financial and nonfinancial liabilities, fair value disclosure 0 0
Fair value, measurements, recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Debt securities, short-term 0 0
Debt securities, long-term   0
Long-term marketable debt securities 0  
Total assets 0 0
Contingent consideration 6,430 3,625
Financial and nonfinancial liabilities, fair value disclosure 6,430 3,625
U.S. government debt securities | Fair value, measurements, recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 14,987  
Debt securities, short-term 869,584 440,546
Debt securities, long-term   698,034
U.S. government debt securities | Fair value, measurements, recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0  
Debt securities, short-term 0 0
Debt securities, long-term   0
U.S. government debt securities | Fair value, measurements, recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 14,987  
Debt securities, short-term 869,584 440,546
Debt securities, long-term   698,034
U.S. government debt securities | Fair value, measurements, recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0  
Debt securities, short-term 0 0
Debt securities, long-term   0
Money market funds | Fair value, measurements, recurring    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 3,104 357,785
Money market funds | Fair value, measurements, recurring | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 3,104 357,785
Money market funds | Fair value, measurements, recurring | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 0 0
Money market funds | Fair value, measurements, recurring | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents $ 0 $ 0
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jul. 31, 2022
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Long-term marketable debt securities     $ 0 $ 698,034    
Realized gain (loss) on marketable debt securities     0 0    
Recognition of credit losses     0 0 $ 0  
Unrealized (loss) gain on marketable equity securities     (7,800) $ 0 $ 0  
SoftBank            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Threshold percentage of fair value that is no less than internal rate of return (as a percent)       20.00%    
Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Long-term marketable debt securities     18,291      
Initial fair value of contingent consideration at acquisition date     6,430 $ 3,625    
Level 1 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Long-term marketable debt securities     18,291      
Initial fair value of contingent consideration at acquisition date     0 0    
Level 3 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Long-term marketable debt securities     0      
Initial fair value of contingent consideration at acquisition date     6,430 3,625    
Contingent consideration liability, noncurrent     4,900 3,600    
Level 3 | Fair value, measurements, recurring | Noncontrolling Interest Liability            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Settlement   $ 177,800 (177,785) 0    
Equity Investee With IPO            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Lock up period (in years) 2 years          
Equity Investee With IPO | Level 1 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Long-term marketable debt securities     $ 18,300 $ 26,100    
Guardant Health AMEA, Inc | SoftBank            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Redeemable noncontrolling interest, redemption value           $ 41,000
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities - Activity in Level 3 Instruments (Details) - Level 3 - Fair value, measurements, recurring - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Contingent Consideration        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Fair value — beginning of period   $ 3,625 $ 1,245 $ 1,365
Increase (decrease) in fair value   4,305 2,380 (120)
Settlement   (1,500) 0 0
Fair value — end of period   6,430 3,625 1,245
Noncontrolling Interest Liability        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Fair value — beginning of period   78,000 0  
Increase (decrease) in fair value   99,785 0  
Net loss for the period   0 0  
Settlement $ 177,800 (177,785) 0  
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability   0 78,000  
Fair value — end of period   0 78,000 0
Redeemable Noncontrolling Interest        
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]        
Fair value — beginning of period   57,100 49,600  
Increase (decrease) in fair value   27,244 12,934  
Net loss for the period   (6,344) (5,434)  
Settlement   0 0  
Reclassification of redeemable noncontrolling interest to noncontrolling interest liability   (78,000) 0  
Fair value — end of period   $ 0 $ 57,100 $ 49,600
v3.22.4
Fair Value Measurements. Cash Equivalents and Marketable Securities - Cash Equivalents and Marketable Securities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Debt Securities, Available-for-sale [Line Items]    
Amortization cost, cash and cash equivalents $ 141,647 $ 492,202
Amortized cost, cash and cash equivalents and debt securities available-for-sale 904,446 1,499,957
Gross Unrealized Gain 8 2
Gross Unrealized Loss (16,779) (3,594)
Cash, cash equivalents and debt securities, fair value 887,675 1,496,365
Money market funds    
Debt Securities, Available-for-sale [Line Items]    
Amortization cost, cash and cash equivalents 3,104 357,785
Gross Unrealized Gain 0 0
Gross Unrealized Loss 0 0
Estimated fair value, cash and cash equivalents 3,104 357,785
U.S. government debt securities    
Debt Securities, Available-for-sale [Line Items]    
Amortized cost, debt securities, available-for-sale 901,342 1,142,172
Gross Unrealized Gain 8 2
Gross Unrealized Loss (16,779) (3,594)
Estimated fair value, debt securities $ 884,571 $ 1,138,580
v3.22.4
Fair Value Measurements, Cash Equivalents and Marketable Securities - Schedule of Unrealized Loss Position, Fair Value (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Estimated Fair Value  
Less Than 12 Months $ 170,975
12 Months or Greater 685,754
Total 856,729
Gross Unrealized Loss  
Less Than 12 Months (2,958)
12 Months or Greater (13,821)
Total (16,779)
U.S. government debt securities  
Estimated Fair Value  
Less Than 12 Months 170,975
12 Months or Greater 685,754
Total 856,729
Gross Unrealized Loss  
Less Than 12 Months (2,958)
12 Months or Greater (13,821)
Total $ (16,779)
v3.22.4
Patent License Acquisition (Details) - USD ($)
$ in Thousands
 1 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]        
Intangible assets subject to amortization, gross carrying amount   $ 18,586 $ 16,986  
Charge of in-process research and development costs with no alternative future use   $ 0 $ 0 $ 8,500
Minimum        
Business Acquisition [Line Items]        
Intangible assets, useful life   2 years    
Maximum        
Business Acquisition [Line Items]        
Intangible assets, useful life   12 years    
Patent and Covenant Rights | Minimum        
Business Acquisition [Line Items]        
Intangible assets, useful life 6 years      
Patent and Covenant Rights | Maximum        
Business Acquisition [Line Items]        
Intangible assets, useful life 12 years      
KeyGene Patent License Acquisition        
Business Acquisition [Line Items]        
Payment in connection with a license agreement $ 18,500      
Asset acquisition, transaction costs 600      
Charge of in-process research and development costs with no alternative future use 8,500      
Litigation settlement, expense 1,200      
KeyGene Patent License Acquisition | Patent and Covenant Rights        
Business Acquisition [Line Items]        
Intangible assets subject to amortization, gross carrying amount $ 9,400      
v3.22.4
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets by Class (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 18,586 $ 16,986
Intangible assets subject to amortization, accumulated amortization (6,859) (4,379)
Total 11,727 12,607
Goodwill 3,290 3,290
Gross Carrying Amount 21,876 21,876
Net Carrying Amount 15,017 17,497
IPR&D    
Finite-Lived Intangible Assets [Line Items]    
IPR&D   1,600
Acquired license    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount 11,886 11,886
Intangible assets subject to amortization, accumulated amortization (3,579) (2,473)
Total $ 8,307 $ 9,413
Remaining Weighted-Average Useful Life 7 years 9 months 18 days 8 years 9 months 18 days
Non-compete agreements and other covenant rights    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 5,100 $ 5,100
Intangible assets subject to amortization, accumulated amortization (2,747) (1,906)
Total $ 2,353 $ 3,194
Remaining Weighted-Average Useful Life 2 years 10 months 24 days 3 years 10 months 24 days
Technology-Based Intangible Assets    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 1,600  
Intangible assets subject to amortization, accumulated amortization (533)  
Total $ 1,067  
Remaining Weighted-Average Useful Life 1 year 4 months 24 days  
v3.22.4
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of intangible assets $ 2.5 $ 1.9 $ 1.8
v3.22.4
Intangible Assets, Net and Goodwill - Schedule of Future Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 $ 2,747  
2024 2,219  
2025 1,670  
2026 1,212  
2027 1,107  
2028 and thereafter 2,772  
Total $ 11,727 $ 12,607
v3.22.4
Debt - Narrative (Details)
 1 Months Ended 12 Months Ended
Nov. 30, 2020
USD ($)
d
$ / shares
Dec. 31, 2022
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2021
USD ($)
Nov. 16, 2020
$ / shares
Debt Instrument [Line Items]          
Notes Hedges, strike price (in dollars per share) | $ / shares         $ 182.60
Share price, premium (as a percent)         75.00%
Common stock share price (in dollars per share) | $ / shares         $ 104.34
Purchase of convertible senior note hedges | $   $ 90,000,000 $ (90,045,000)    
Senior Notes Due 2027 | Conversion Period Three          
Debt Instrument [Line Items]          
Threshold percentage of common stock price trigger (as a percent) 130.00%        
Threshold of common stock trading days (in days) 20        
Threshold of consecutive common stock trading days (in days) 30        
Senior Notes Due 2027 | Convertible Debt          
Debt Instrument [Line Items]          
Principal amount | $ $ 1,150,000,000 1,150,000,000   $ 1,150,000,000  
Stated interest rate (as a percent) 0.00%        
Maximum special interest rate (as a percent) 0.50%        
Conversion ratio 0.0071523        
Conversion price (in dollars per share) | $ / shares $ 139.82        
Estimated fair value | $   $ 700,000,000   $ 1,200,000,000  
Senior Notes Due 2027 | Convertible Debt | Measurement Input, Quoted Price | Valuation, Market Approach          
Debt Instrument [Line Items]          
Debt, measurement input | $   100      
Senior Notes Due 2027 | Convertible Debt | Conversion Period One          
Debt Instrument [Line Items]          
Threshold percentage of common stock price trigger (as a percent) 130.00%        
Threshold of common stock trading days (in days) 20        
Threshold of consecutive common stock trading days (in days) 30        
Senior Notes Due 2027 | Convertible Debt | Conversion Period Two          
Debt Instrument [Line Items]          
Threshold of common stock trading days (in days) 5        
Threshold of consecutive common stock trading days (in days) 10        
Minimum percentage of common stock price trigger (as a percent) 98.00%        
v3.22.4
Debt - Components of Convertible Senior Notes (Details) - Convertible Debt - Senior Notes Due 2027 - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Nov. 30, 2020
Debt Instrument [Line Items]      
Principal $ 1,150,000 $ 1,150,000 $ 1,150,000
Less: debt issuance costs, net of amortization (12,609) (15,179)  
Net carrying amount $ 1,137,391 $ 1,134,821  
v3.22.4
Debt - Interest Expense Recognition (Details) - Convertible senior notes - Senior Notes Due 2027 - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]      
Amortization of debt discount $ 0 $ 0 $ 4,593
Amortization of debt issuance costs 2,569 2,564 136
Total interest expense recognized $ 2,569 $ 2,564 $ 4,729
Effective interest rate of the liability component 0.20% 0.20% 5.20%
v3.22.4
Leases - Narrative (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Feb. 28, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Jul. 31, 2020
agreement
Lessee, Lease, Description [Line Items]          
Operating lease expense   $ 28.6 $ 24.7 $ 5.6  
Additional Office Space          
Lessee, Lease, Description [Line Items]          
Number of lease agreements | agreement         2
San Diego Lease          
Lessee, Lease, Description [Line Items]          
Lease term (in years)         8 years
Palo Alto Lease          
Lessee, Lease, Description [Line Items]          
Lease term (in years)         12 years
Renewal term         10 years
Payment amount $ 0.9        
Minimum          
Lessee, Lease, Description [Line Items]          
Lease term (in years)   1 year      
Maximum          
Lessee, Lease, Description [Line Items]          
Lease term (in years)   11 years      
v3.22.4
Leases - Lease Information (Details)
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Weighted-average remaining lease term (in years) 9 years 1 month 6 days 10 years
Weighted-average discount rate 3.93% 4.01%
v3.22.4
Leases - Schedule of Operating Liability Maturities (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Leases [Abstract]  
2023 $ 30,361
2024 32,856
2025 32,220
2026 27,715
2027 24,479
2028 and thereafter 125,157
Total operating lease payments 272,788
Less: imputed interest (40,895)
Total operating lease liabilities $ 231,893
v3.22.4
Commitments and Contingencies (Details)
$ in Millions
 1 Months Ended 12 Months Ended
Oct. 31, 2021
patent
Dec. 31, 2022
USD ($)
party
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Other Commitments [Line Items]        
Number of parties with patent license agreement | party   4    
Royalty expense | $   $ 0.7 $ 0.7 $ 1.1
Percentage of precision oncology testing revenue (as a percent)   0.20% 0.20% 0.40%
TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc.        
Other Commitments [Line Items]        
Gain contingency, patents allegedly infringed upon, number | patent 4      
v3.22.4
Common Stock (Details) - USD ($)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Class of Stock [Line Items]        
Dividends   $ 0 $ 0  
Common stock, shares reserved for future issuance (in shares)   16,249,546 13,416,775  
Issuance of common stock upon follow-on offering, net of offering costs (in shares) 4,312,500      
Share price of stock issued (in usd per share) $ 84.00      
Issuance of common stock upon follow-on offering, net of offering costs $ 354,600     $ 354,600
Shares underlying outstanding stock options        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   3,402,574 2,624,974  
Shares underlying unvested restricted stock units        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   3,687,888 1,498,553  
Market-based restricted stock units        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   2,260,764 2,260,764  
Performance-based restricted stock units        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   341,713 374,596  
Shares available for issuance under the 2018 Incentive Award Plan        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   5,438,296 5,231,624  
Shares available for issuance under the 2018 Employee Stock Purchase Plan        
Class of Stock [Line Items]        
Common stock, shares reserved for future issuance (in shares)   1,118,311 1,426,264  
v3.22.4
Stock-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 12 Months Ended
May 26, 2020
Jan. 01, 2020
shares
Jul. 31, 2022
USD ($)
grantee
Jun. 30, 2022
$ / shares
Nov. 30, 2020
May 31, 2020
segment
$ / shares
shares
Oct. 31, 2018
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2021
USD ($)
$ / shares
shares
Dec. 31, 2020
USD ($)
$ / shares
shares
Jun. 30, 2020
shares
Sep. 30, 2018
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares               $ 28.61 $ 70.25 $ 48.99    
Stock based compensation not recognized | $               $ 45,000        
Stock based compensation not recognized, period for recognition (in years)               3 years        
Reversal of stock based compensation expense | $               $ 0 $ 0 $ 700    
Share-based compensation expense | $               $ 94,685 $ 151,449 $ 144,113    
Common stock, shares reserved for future issuance (in shares)               16,249,546 13,416,775      
Granted (in usd per share) | $ / shares               $ 44.86 $ 119.82 $ 81.78    
Stock option                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Exercises in period, intrinsic value | $               $ 12,200 $ 83,500 $ 120,000    
Common stock, shares reserved for future issuance (in shares)               3,402,574 2,624,974      
Expected dividend yield (as a percent)               0.00% 0.00% 0.00%    
Stock option | Minimum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Expected volatility (as a percent)               63.30% 63.60% 63.60%    
Risk-free interest rate (as a percent)               1.90% 0.30% 0.30%    
Stock option | Maximum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Expected volatility (as a percent)               67.60% 66.70% 73.30%    
Risk-free interest rate (as a percent)               4.40% 1.30% 1.60%    
Restricted stock units                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Stock based compensation not recognized, period for recognition (in years)               3 years        
Stock based compensation not recognized, restricted stock | $               $ 190,400        
Granted (in shares)               2,902,217 873,916 823,454    
Weighted-average grant date fair value, granted (in usd per share) | $ / shares               $ 45.04 $ 123.36 $ 96.39    
Common stock, shares reserved for future issuance (in shares)               3,687,888 1,498,553      
Vested and released (in shares)               (315,673) (178,030) (97,188)    
Canceled (in shares)               (490,525) (315,988) (103,742)    
PSUs                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Stock based compensation not recognized, period for recognition (in years)               2 years 1 month 6 days        
Stock based compensation not recognized, restricted stock | $               $ 2,900        
Service period (in years)         4 years              
Granted (in shares)               26,935 52,917 377,922    
Share-based compensation expense | $               $ 1,300 $ 1,300 $ 100    
Total market-based restricted stock units approved and granted (in shares)               26,935 52,917 377,922    
Weighted-average grant date fair value, granted (in usd per share) | $ / shares               $ 37.50 $ 135.94 $ 113.40    
Common stock, shares reserved for future issuance (in shares)               341,713 374,596      
Canceled (in shares)               (59,818) (56,243)      
PSUs | Minimum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Service period (in years)         1 year 6 months              
Additional service period (in months)         6 months              
Vesting period (in years)         2 years 6 months              
PSUs | Maximum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Service period (in years)         4 years              
Additional service period (in months)         1 year              
Vesting period (in years)         4 years 6 months              
MSUs                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Granted (in shares)               0   3,391,148    
Share-based compensation expense | $               $ 16,100 $ 99,200 $ 111,900    
Vesting period (in years) 7 years         7 years            
Total market-based restricted stock units approved and granted (in shares)                   3,391,148    
Market-based restricted stock share price goal (in days)           30 days            
Weighted-average grant date fair value, granted (in usd per share) | $ / shares               $ 67.00   $ 67.00    
Common stock, shares reserved for future issuance (in shares)               2,260,764 2,260,764      
Expected dividend yield (as a percent)               0.00%        
Expected volatility (as a percent)               65.50%        
Risk-free interest rate (as a percent)               0.53%        
Risky rate, cost of equity (as a percent)               0.16        
Vested and released (in shares)               0 (572,130)      
Canceled (in shares)               0 (558,254)      
MSUs | Tranche 1 - $120 per share                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Price goal (in dollars per share) | $ / shares           $ 120   $ 120        
MSUs | Chief Executive Officer                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Total market-based restricted stock units approved and granted (in shares)           1,695,574            
Number of tranches | segment           3            
MSUs | Minimum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Service period (in years)               9 months 29 days        
Market-based stock units holding period during vesting (in months)           6 months            
Discount for post-vesting restrictions (as a percent)               10.40%        
MSUs | Maximum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Service period (in years)               2 years 25 days        
Market-based stock units holding period during vesting (in months)           12 months            
Discount for post-vesting restrictions (as a percent)               14.50%        
ESPP obligation                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Stock based compensation not recognized, period for recognition (in years)               4 months 24 days        
Stock based compensation not recognized, restricted stock | $               $ 2,800        
Share-based compensation expense | $               $ 4,600 $ 3,500 $ 3,000    
Employee stock purchase plan, purchase price of common stock (as a percent)               85.00%        
Common stock, shares reserved for future issuance (in shares)               1,118,311 1,426,264      
Expected dividend yield (as a percent)               0.00% 0.00% 0.00%    
Shares authorized (in shares)   942,614                    
Employee stock purchase plan, maximum employee subscription rate (as a percent)               10.00%        
Purchase period (in months)               6 months        
Common stock issued under employee stock purchase plan (in shares)               307,953 110,227 96,040    
ESPP obligation | Minimum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Expected volatility (as a percent)               81.80% 46.50% 45.70%    
Risk-free interest rate (as a percent)               1.50% 0.00% 0.10%    
ESPP obligation | Maximum                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Expected volatility (as a percent)               92.00% 50.80% 73.20%    
Risk-free interest rate (as a percent)               4.50% 0.10% 0.20%    
2012 Stock Plan                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Shares canceled (in shares)             508,847          
AMEA 2020 Plan                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Granted (in shares)               0        
AMEA 2020 Plan | Common Class B                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares                 $ 0.33 $ 0.33    
Total market-based restricted stock units approved and granted (in shares)                 826,667 4,062,224    
Granted (in usd per share) | $ / shares                 $ 0.58 $ 0.58    
Shares authorized (in shares)                   4,595,555    
AMEA 2020 Plan | Guardant Health AMEA, Inc | Common Class B                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Stock based compensation not recognized | $     $ 4,100                  
Stock based compensation not recognized, period for recognition (in years)     2 years 2 months 12 days                  
Common stock, shares reserved for future issuance (in shares)               4,595,555     4,595,555  
Granted (in usd per share) | $ / shares       $ 4.44                
Issuance of exercise of vested stock option granted | grantee     39                  
Settled of tender, amount | $     $ 13,700                  
AMEA 2020 Plan | Guardant Health AMEA, Inc | Tranche One | Common Class B                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Vesting period (in years)               4 years        
Option term, expiration period (in years)               10 years        
AMEA 2020 Plan | Guardant Health AMEA, Inc | Tranche Two | Common Class B                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Option term, expiration period (in years)               5 years        
Threshold percentage for individual's combined voting power triggering five year option term (as a percent)               10.00%        
Employee stock purchase plan, purchase price of common stock (as a percent)               110.00%        
2018 Employee Stock Purchase Plan | ESPP obligation                        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                        
Common stock, shares reserved for future issuance (in shares)                       922,250
v3.22.4
Stock-Based Compensation - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Shares Available for Grant           
Beginning number of shares, available for grant (in shares)   5,231,624 1,819,223 2,726,225  
2018 plan annual increase (in shares)   3,689,000 3,689,000 3,689,000  
Ending number of shares, available for grant (in shares)   5,438,296 5,231,624 1,819,223 2,726,225
Shares Subject to Options Outstanding          
Beginning number of shares, outstanding (in shares)   2,624,974 3,101,181 4,494,889  
Granted (in shares)   1,051,466 345,774 127,590  
Granted in connection with the Joint Venture Acquisition (in shares)   15,128      
Exercised (in shares)   (228,311) (693,074) (1,446,843)  
Canceled (in shares)   (60,683) (128,907) (74,455)  
Ending number of shares, outstanding (in shares)   3,402,574 2,624,974 3,101,181 4,494,889
Options vested and exercisable, number of options (in shares)   2,056,695      
Weighted-Average Exercise Price           
Beginning balance of options outstanding (in usd per share)   $ 29.17 $ 15.80 $ 10.90  
Granted (in usd per share)   44.86 119.82 81.78  
Granted in connection with the Joint Venture Acquisition (in usd per share)   4.90      
Exercised (in usd per share)   6.29 11.19 6.59  
Canceled (in usd per share)   90.84 47.51 12.13  
Ending balance of options outstanding (in usd per share)   34.34 $ 29.17 $ 15.80 $ 10.90
Options vested and exercisable, weighted average exercise price per share (in usd per share)   $ 19.88      
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value          
Options outstanding, weighted average remaining contractual term (in years) 7 years 8 months 12 days 6 years 9 months 18 days 6 years 6 months 6 years 10 months 24 days  
Options outstanding, aggregate intrinsic value   $ 39,749 $ 193,014 $ 350,670 $ 306,392
Options vested and exercisable, weighted average remaining contractual term (in years)   5 years 2 months 12 days      
Options vested and exercisable, aggregate intrinsic value   $ 38,837      
Equity Option          
Shares Available for Grant           
Granted (in shares)   (1,051,466) (345,774) (127,590)  
Granted in connection with the Joint Venture Acquisition (in shares)   (15,128)      
Canceled (in shares)   56,391 65,523 20,370  
Restricted Stock Units          
Shares Available for Grant           
Granted (in shares)   (2,995,533) (873,916) (823,454)  
Canceled (in shares)   490,525 315,988 103,742  
Market-based restricted stock units          
Shares Available for Grant           
Granted (in shares)       (3,391,148)  
Canceled (in shares)     558,254    
PSUs          
Shares Available for Grant           
Granted (in shares)   (26,935) (52,917) (377,922)  
Canceled (in shares)   59,818 56,243    
v3.22.4
Stock-Based Compensation - Restricted Stock Activity (Details) - $ / shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restricted stock units      
Awards Outstanding      
Beginning unvested balance (in shares) 1,498,553 1,118,655 496,131
Granted (in shares) 2,902,217 873,916 823,454
Granted in connection with the Joint Venture Acquisition (in shares) 93,316    
Vested and released (in shares) (315,673) (178,030) (97,188)
Canceled (in shares) (490,525) (315,988) (103,742)
Ending unvested balance (in shares) 3,687,888 1,498,553 1,118,655
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 109.72 $ 92.89 $ 82.08
Granted (in usd per share) 45.04 123.36 96.39
Granted in connection with the Joint Venture Acquisition (in usd per share) 38.24    
Vested and released (in usd per share) 96.36 92.14 81.43
Canceled (in usd per share) 90.52 97.79 79.72
Ending balance of options outstanding (in usd per share) $ 60.70 $ 109.72 $ 92.89
PSUs      
Awards Outstanding      
Beginning unvested balance (in shares) 374,596 377,922 0
Granted (in shares) 26,935 52,917 377,922
Canceled (in shares) (59,818) (56,243)  
Ending unvested balance (in shares) 341,713 374,596 377,922
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 116.58 $ 113.40 $ 0
Granted (in usd per share) 37.50 135.94 113.40
Canceled (in usd per share) 114.94 113.40  
Ending balance of options outstanding (in usd per share) $ 110.64 $ 116.58 $ 113.40
MSUs      
Awards Outstanding      
Beginning unvested balance (in shares) 2,260,764 3,391,148 0
Granted (in shares) 0   3,391,148
Vested and released (in shares) 0 (572,130)  
Canceled (in shares) 0 (558,254)  
Ending unvested balance (in shares) 2,260,764 2,260,764 3,391,148
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 65.20 $ 67.00 $ 0
Granted (in usd per share) 67.00   67.00
Vested and released (in usd per share)   70.58  
Canceled (in usd per share)   70.58  
Ending balance of options outstanding (in usd per share) $ 65.20 $ 65.20 $ 67.00
v3.22.4
Stock-Based Compensation - Market-based Restricted Stock Units (Details) - MSUs - $ / shares
 1 Months Ended 12 Months Ended
May 31, 2020
Dec. 31, 2022
Tranche 1 - $120 per share    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Price goal (in dollars per share) $ 120 $ 120
Number of MSUs (in shares)   565,192
Tranche 2 - $150 per share    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Price goal (in dollars per share)   $ 150
Number of MSUs (in shares)   565,191
Tranche 3 - $200 per share    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Price goal (in dollars per share)   $ 200
Number of MSUs (in shares)   565,191
v3.22.4
Stock-Based Compensation - AMEA 2020 Equity Incentive Plan (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Shares Available for Grant           
Beginning number of shares, available for grant (in shares)   5,231,624 1,819,223 2,726,225  
Ending number of shares, available for grant (in shares)   5,438,296 5,231,624 1,819,223 2,726,225
Shares Subject to Options Outstanding          
Beginning number of shares, outstanding (in shares)   2,624,974 3,101,181 4,494,889  
Granted (in shares)   1,051,466 345,774 127,590  
Exercised (in shares)   (228,311) (693,074) (1,446,843)  
Canceled (in shares)   (60,683) (128,907) (74,455)  
Ending number of shares, outstanding (in shares)   3,402,574 2,624,974 3,101,181 4,494,889
Options vested and exercisable, number of options (in shares)   2,056,695      
Weighted-Average Exercise Price           
Beginning balance of options outstanding (in usd per share)   $ 29.17 $ 15.80 $ 10.90  
Granted (in usd per share)   44.86 119.82 81.78  
Exercised (in usd per share)   6.29 11.19 6.59  
Canceled (in usd per share)   90.84 47.51 12.13  
Ending balance of options outstanding (in usd per share)   34.34 $ 29.17 $ 15.80 $ 10.90
Options vested and exercisable, weighted average exercise price per share (in usd per share)   $ 19.88      
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value          
Options outstanding, weighted average remaining contractual term (in years) 7 years 8 months 12 days 6 years 9 months 18 days 6 years 6 months 6 years 10 months 24 days  
Options outstanding, aggregate intrinsic value   $ 39,749 $ 193,014 $ 350,670 $ 306,392
Options vested and exercisable, weighted average remaining contractual term (in years)   5 years 2 months 12 days      
Options vested and exercisable, aggregate intrinsic value   $ 38,837      
AMEA 2020 Plan | Common Class B          
Shares Available for Grant           
Beginning number of shares, available for grant (in shares)   340,928 542,220 0  
Shares authorized (in shares)       4,595,555  
Granted (in shares)     (826,667) (4,062,224)  
Canceled (in shares)   82,407 625,375 8,889  
Canceled in connection with the Joint Venture Acquisition (in shares)   (423,335)      
Ending number of shares, available for grant (in shares)   0 340,928 542,220 0
Shares Subject to Options Outstanding          
Beginning number of shares, outstanding (in shares)   3,652,219 4,053,335 0  
Granted (in shares)     826,667 4,062,224  
Exercised (in shares)   (2,051,645) (602,408)    
Canceled (in shares)   (82,407) (625,375) (8,889)  
Canceled in connection with the Joint Venture Acquisition (in shares)   (1,518,167)      
Ending number of shares, outstanding (in shares)   0 3,652,219 4,053,335 0
Options vested and exercisable, number of options (in shares)   0      
Weighted-Average Exercise Price           
Beginning balance of options outstanding (in usd per share)   $ 0.58 $ 0.58 $ 0  
Granted (in usd per share)     0.58 0.58  
Exercised (in usd per share)   0.58 0.58    
Canceled (in usd per share)   0.58 0.58 0.58  
Canceled in connection with the Joint Venture Acquisition (in usd per share)   0.58      
Ending balance of options outstanding (in usd per share)   0 $ 0.58 $ 0.58 $ 0
Options vested and exercisable, weighted average exercise price per share (in usd per share)   $ 0      
Weighted-Average Remaining Contractual Life and Aggregate Intrinsic Value          
Options outstanding, weighted average remaining contractual term (in years)   0 years 8 years 9 months 18 days 9 years 7 months 6 days 0 years
Options outstanding, aggregate intrinsic value   $ 0 $ 0 $ 0 $ 0
Options vested and exercisable, weighted average remaining contractual term (in years)   0 years      
Options vested and exercisable, aggregate intrinsic value   $ 0      
v3.22.4
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 94,685 $ 151,449 $ 144,113
Cost of precision oncology testing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 5,498 3,468 1,839
Research and development expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 26,630 18,907 10,024
Sales and marketing expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 25,442 15,479 9,279
General and administrative expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 37,115 $ 113,595 $ 122,971
v3.22.4
Stock-Based Compensation - Valuation of Stock Options (Details) - Stock option
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 5 years 6 months 5 years 5 months 26 days 5 years 6 months
Expected volatility 63.30% 63.60% 63.60%
Risk-free interest rate 1.90% 0.30% 0.30%
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 years 1 month 6 days 6 years 21 days 6 years 1 month 6 days
Expected volatility 67.60% 66.70% 73.30%
Risk-free interest rate 4.40% 1.30% 1.60%
v3.22.4
Stock-Based Compensation - Valuation of Employee Stock Purchase Plan (Details) - ESPP obligation
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 months    
Expected dividend yield 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 81.80% 46.50% 45.70%
Risk-free interest rate 1.50% 0.00% 0.10%
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years)   6 months 6 months
Expected volatility 92.00% 50.80% 73.20%
Risk-free interest rate 4.50% 0.10% 0.20%
v3.22.4
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Earnings Per Share [Abstract]      
Net loss $ (654,588) $ (384,770) $ (246,283)
Adjustment of redeemable noncontrolling interest 0 (20,900) (7,500)
Net loss attributable to Guardant Health, Inc. common stockholders - basic (654,588) (405,670) (253,783)
Net loss attributable to Guardant Health, Inc. common stockholders - diluted $ (654,588) $ (405,670) $ (253,783)
Net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in usd per share) $ (6.41) $ (4.00) $ (2.60)
Net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in usd per share) $ (6.41) $ (4.00) $ (2.60)
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, basic (in shares) 102,178 101,314 97,504
Weighted-average shares used in computing net loss per share attributable to Guardant Health, Inc. common stockholders, diluted (in shares) 102,178 101,314 97,504
v3.22.4
Net Loss Per Share Attributable to Guardant Health, Inc. Common Stockholders - Schedule of Antidilutive Securities (Details) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 16,086,000 14,954,000 7,624,000  
Stock options outstanding (in shares) 3,402,574 2,624,974 3,101,181 4,494,889
Common Class B | AMEA 2020 Plan        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Stock options outstanding (in shares) 0 3,652,219 4,053,335 0
Shares underlying outstanding stock options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 2,799,000 2,715,000 3,830,000  
Restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 2,342,000 1,208,000 687,000  
MSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 2,261,000 2,357,000 2,031,000  
PSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 354,000 397,000 60,000  
ESPP obligation        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 105,000 45,000 37,000  
Common stock subject to repurchase        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 0 7,000 18,000  
Convertible senior notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Antidilutive securities excluded from computation of earnings per share (in shares) 8,225,000 8,225,000 961,000  
v3.22.4
Income Taxes - Schedule of Loss Before Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
United States $ (659,757) $ (384,976) $ (246,463)
Foreign 6,308 506 559
Loss before provision for income taxes $ (653,449) $ (384,470) $ (245,904)
v3.22.4
Income Taxes - Schedule of Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
State $ 127 $ 4 $ 5
Foreign 1,248 118 242
Total current tax expense 1,375 122 247
Deferred:      
Federal 18 108 184
State 3 20 34
Foreign (257) 50 (86)
Total deferred tax expense (236) 178 132
Total provision for income taxes $ 1,139 $ 300 $ 379
v3.22.4
Income Taxes - Schedule of the Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Net operating losses carryforwards $ 294,757 $ 232,657
Capitalized research and development costs 89,084 0
Property, equipment and intangible assets 7,422 13,233
Accruals and reserves 12,917 10,326
Research and development credits 49,865 33,977
Stock-based compensation 16,507 10,217
Lease liabilities 59,757 59,465
Other 4,378 948
Total deferred tax asset 534,687 360,823
Deferred tax liabilities:    
Section 481 (a) adjustment 0 (305)
Right-of-use asset (44,825) (47,130)
Other (316) (14)
Total deferred tax liabilities (45,141) (47,449)
Less: valuation allowance (489,040) (313,125)
Net deferred tax assets $ 506 $ 249
v3.22.4
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Tax at the statutory federal rate $ (137,276) $ (80,739) $ (51,639)
Other nondeductible items 1,795 1,399 786
Stock-based compensation 7,905 1,354 (13,382)
Research and development credits (15,738) (14,956) (7,890)
Change in valuation allowance 175,916 106,227 81,395
State taxes, net of federal benefits (28,522) (14,998) (11,119)
Other (2,941) 2,013 2,228
Total provision for income taxes $ 1,139 $ 300 $ 379
v3.22.4
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Taxes [Line Items]        
Increase (decrease) in valuation allowance $ 175,900 $ 188,700 $ (800)  
Unrecognized tax benefits 29,634 20,100 11,269 $ 6,543
Unrecognized tax benefits, income tax penalties and interest accrued 0 0 $ 0  
Unrecognized tax benefits, period increase (decrease) 0      
Federal        
Income Taxes [Line Items]        
Net operating loss carryforwards 1,200,000 1,000,000    
Tax credit carryforwards, research 32,700 21,400    
State        
Income Taxes [Line Items]        
Net operating loss carryforwards 871,400 542,000    
Tax credit carryforwards, research $ 21,800 $ 15,900    
v3.22.4
Income Taxes - Reconciliation of the Balance of Total Gross Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits - Beginning of period $ 20,100 $ 11,269 $ 6,543
Increases related to current year’s tax positions 9,233 8,223 4,666
Increases related to prior years’ tax positions 301 608 60
Unrecognized tax benefits - End of period $ 29,634 $ 20,100 $ 11,269
v3.22.4
Employee Benefit Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Retirement Benefits [Abstract]      
Defined contribution plan, maximum annual employee contributions per employee, percent 100.00%    
Defined contribution plan, employer contributions $ 6.7 $ 4.5 $ 2.8
v3.22.4
Segment and Geographic Information (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Segment Reporting Information [Line Items]      
Number of operating segments | segment 1    
Total revenue $ 449,538 $ 373,653 $ 286,730
United States      
Segment Reporting Information [Line Items]      
Total revenue $ 420,618 $ 352,561 264,657
United States | Geographic Concentration Risk | Long-Lived Assets and Right-Of-Use Assets      
Segment Reporting Information [Line Items]      
Concentration risk, percentage 99.00% 98.00%  
International      
Segment Reporting Information [Line Items]      
Total revenue $ 28,920 $ 21,092 $ 22,073