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EX-31.2 - EX-31.2 - Natera, Inc.ntra-20180930ex312e1f0aa.htm
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EX-10.2 - EX-10.2 - Natera, Inc.ntra-20180930ex10281c467.htm
EX-10.1 - EX-10.1 - Natera, Inc.ntra-20180930ex101a41e0f.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to                      

Commission file number: 001-37478


NATERA, INC.

(Exact Name of Registrant as Specified in Its Charter)


 

 

Delaware

01‑0894487

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

 

 

 

 

 

201 Industrial Road, Suite 410
San Carlos, CA

94070

(Address of Principal Executive Offices)

(Zip Code)

 

(650) 249‑9090

(Registrant’s Telephone Number, Including Area Code)


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒     No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

 

 

 

 

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

☐  

 

Smaller reporting company

 

Emerging growth company

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

As of October 31, 2018, the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was 61,823,667. 

 

 

 

 


 

Natera, Inc.

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2018

TABLE OF CONTENTS

 

 

 

 

 

 

    

Page

 

 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

 

 

 

 

 

 

Part I — Financial Information 

 

 

 

Item 1.  Financial Statements (unaudited)

 

5

 

Condensed Consolidated Balance Sheets at September 30, 2018 and December 31, 2017

 

5

 

Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2018 and 2017

 

6

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017

 

7

 

Notes to Unaudited Interim Condensed Consolidated Financial Statements  

 

8

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

36

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

52

 

Item 4. Controls and Procedures

 

53

 

 

 

 

Part II — Other Information 

 

 

 

Item 1. Legal Proceedings

 

53

 

Item 1A. Risk Factors

 

54

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

93

 

Item 3. Defaults Upon Senior Securities

 

93

 

Item 4. Mine Safety Disclosures

 

93

 

Item 5. Other Information

 

93

 

Item 6. Exhibits

 

93

 

Signatures

 

95

 

 

 

2


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. The forward-looking statements are contained principally in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this report. Forward-looking statements include information concerning our future results of operations and financial position, strategy and plans, and our expectations for future operations. Forward-looking statements include all statements that are not historical facts and, in some cases, can be identified by terms such as "believe," "may," "will," "estimate," "continue," "anticipate," "design," "intend," "expect," "could," "plan," "potential," "predict," "seek," "should," "would" or the negative version of these words and similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including those described in "Risk Factors" and elsewhere in this report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our beliefs and assumptions only as of the date of this report. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.

These forward-looking statements include, but are not limited to, statements concerning the following:

·

our expectation that, for the foreseeable future, a significant portion of our revenues will be derived from sales of Panorama;

·

our ability to increase demand for Panorama, obtain favorable coverage and reimbursement determinations from third-party payers, and expand geographically;

·

our expectation that Panorama will be adopted for broader use in average-risk pregnancies and for the screening of microdeletions and that third-party payer reimbursement will be available for these applications;

·

our expectations of the reliability, accuracy, and performance of Panorama, as well as expectations of the benefits to patients, providers, and payers of Panorama;

·

our ability to successfully develop additional revenue opportunities and expand our product offerings to include new tests, including our recently launched offerings;

·

our efforts to translate our technology and expertise in prenatal testing into oncology and kidney transplant rejection applications;

·

the effect of improvements in our cost of goods sold;

·

our estimates of the total addressable markets for our current and potential product offerings;

·

our ability and expectations regarding obtaining, maintaining and expanding third-party payer coverage of, and reimbursement for, our tests;

·

the effect of changes in the way we account for our revenue;

·

our ability to successfully commercialize our products through strategic or commercial partnerships, such as our agreement with QIAGEN, and our ability to enter into additional such partnerships in the future;

·

the scope of protection we establish and maintain for, and developments or disputes concerning, our intellectual property or other proprietary rights;

·

competition in the markets we serve;

·

our reliance on collaborators such as medical institutions, contract laboratories, laboratory partners, and other third parties;

·

our ability to operate our laboratory facility and meet expected demand, and to successfully scale our operations;

·

our reliance on a limited number of suppliers, including sole source suppliers, which may impact our ability to maintain a continued supply of laboratory instruments and materials and to run our tests;

3


 

·

our expectations of the rate of adoption of Panorama and of any of our other current or future tests by laboratories, clinics, clinicians, payers, and patients;

·

our ability to complete clinical studies and publish clinical data in peer-reviewed medical publications regarding Panorama and any of our future tests, including our SMART study and our ongoing and planned trials in oncology and transplant rejection;

·

our reliance on our partners to market and offer Panorama in the United States and in international markets;

·

our estimates regarding our costs and risks associated with our international operations and international expansion;

·

our ability to retain and recruit key personnel;

·

our reliance on our direct sales efforts;

·

our expectations regarding acquisitions and strategic operations;

·

our ability to fund our working capital requirements;

·

our compliance with federal, state, and foreign regulatory requirements;

·

the factors that may impact our financial results; and

·

anticipated trends and challenges in our business and the markets in which we operate.

 

Any forward-looking statement made by us in this report speaks only as of the date on which it is made. Except as required by law, we disclaim any obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

4


 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.FINANCIAL STATEMENTS

Natera, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

September 30, 

    

December 31, 

 

 

    

2018

    

2017

 

 

 

(Unaudited)

 

(As Revised)

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

34,535

 

$

12,620

 

Restricted cash, current portion

 

 

4,222

 

 

59

 

Short-term investments

 

 

130,891

 

 

106,247

 

Accounts receivable, net of allowance of $1,980 in 2018 and $2,000 in 2017

 

 

60,397

 

 

44,089

 

Inventory

 

 

12,244

 

 

8,998

 

Prepaid expenses and other current assets

 

 

6,399

 

 

8,612

 

Total current assets

 

 

248,688

 

 

180,625

 

Property and equipment, net

 

 

24,833

 

 

29,667

 

Restricted cash, long-term portion

 

 

342

 

 

342

 

Other assets

 

 

3,446

 

 

3,979

 

Total assets

 

$

277,309

 

$

214,613

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

9,884

 

$

8,529

 

Accrued compensation

 

 

9,587

 

 

9,599

 

Other accrued liabilities

 

 

31,067

 

 

33,257

 

Deferred revenue, current portion

 

 

1,156

 

 

1,420

 

Short-term debt financing

 

 

50,135

 

 

50,112

 

Warrants

 

 

 —

 

 

2,644

 

Total current liabilities

 

 

101,829

 

 

105,561

 

Long-term debt financing

 

 

73,284

 

 

73,065

 

Deferred rent, net of current portion

 

 

8,775

 

 

9,241

 

Deferred revenue, long-term portion

 

 

36,850

 

 

 —

 

Other long-term liabilities

 

 

 —

 

 

1,329

 

Total liabilities

 

 

220,738

 

 

189,196

 

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.0001 par value: 750,000 shares authorized at both September 30, 2018 and December 31, 2017, respectively; 61,673 and 54,040 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively

 

 

 7

 

 

 6

 

Additional paid in capital

 

 

600,146

 

 

472,552

 

Accumulated deficit

 

 

(542,688)

 

 

(446,375)

 

Accumulated other comprehensive loss

 

 

(894)

 

 

(766)

 

Total stockholders’ equity

 

 

56,571

 

 

25,417

 

Total liabilities and stockholders’ equity

 

$

277,309

 

$

214,613

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

5


 

Natera, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 (in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

Nine months ended

 

 

 

September 30, 

 

September 30, 

 

 

    

2018

  

2017

  

2018

  

2017

 

 

 

 

 

 

(As Revised)

 

 

 

 

(As Revised)

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenues

 

$

62,662

 

$

54,512

 

$

177,284

 

$

153,835

 

Licensing and other revenues

 

 

2,618

 

 

1,398

 

 

13,405

 

 

3,740

 

Total revenues

 

 

65,280

 

 

55,910

 

 

190,689

 

 

157,575

 

Cost and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

 

39,477

 

 

33,558

 

 

117,736

 

 

100,355

 

Cost of licensing and other revenues

 

 

2,202

 

 

1,054

 

 

5,530

 

 

2,516

 

Research and development

 

 

12,393

 

 

12,609

 

 

38,585

 

 

37,045

 

Selling, general and administrative

 

 

38,374

 

 

34,478

 

 

113,739

 

 

106,369

 

Total cost and expenses

 

 

92,446

 

 

81,699

 

 

275,590

 

 

246,285

 

Loss from operations

 

 

(27,166)

 

 

(25,789)

 

 

(84,901)

 

 

(88,710)

 

Interest expense

 

 

(2,781)

 

 

(1,477)

 

 

(7,730)

 

 

(1,878)

 

Interest and other income (expense), net

 

 

449

 

 

(437)

 

 

(3,347)

 

 

450

 

Loss before income taxes

 

 

(29,498)

 

 

(27,703)

 

 

(95,978)

 

 

(90,138)

 

Income tax expense

 

 

(118)

 

 

(162)

 

 

(335)

 

 

(273)

 

Net loss

 

$

(29,616)

 

$

(27,865)

 

$

(96,313)

 

$

(90,411)

 

Unrealized (loss) gain on available-for-sale securities, net of tax

 

 

(36)

 

 

67

 

 

(128)

 

 

329

 

Comprehensive loss

 

$

(29,652)

 

$

(27,798)

 

$

(96,441)

 

$

(90,082)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share (Note 12):

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.49)

 

$

(0.52)

 

$

(1.71)

 

$

(1.70)

 

Diluted

 

$

(0.49)

 

$

(0.52)

 

$

(1.71)

 

$

(1.70)

 

Weighted-average number of shares used in computing basic and diluted net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

60,570

 

 

53,447

 

 

56,462

 

 

53,100

 

Diluted

 

 

60,570

 

 

53,447

 

 

56,462

 

 

53,100

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

 

6


 

Natera, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 (in thousands)

 

 

 

 

 

 

 

 

 

 

 

Nine months ended

 

 

 

September 30, 

 

 

    

2018

    

2017

 

 

 

 

 

 

(As Revised)

 

Operating activities

 

 

 

 

 

 

 

Net loss

 

$

(96,313)

 

$

(90,411)

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,574

 

 

5,320

 

Stock-based compensation

 

 

10,138

 

 

8,406

 

Premium amortization and discount accretion on investment securities

 

 

264

 

 

703

 

Amortization of debt discount

 

 

293

 

 

51

 

Interest accrued for borrowings and claims related settlement

 

 

189

 

 

1,825

 

Inventory excess adjustments

 

 

230

 

 

413

 

(Gain) loss on disposal of property and equipment

 

 

(12)

 

 

12

 

Impairment of assets

 

 

1,544

 

 

576

 

Loss on investments

 

 

42

 

 

55

 

Loss from changes in fair value of warrants

 

 

4,119

 

 

397

 

Provision for doubtful accounts

 

 

152

 

 

(93)

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable

 

 

(16,460)

 

 

5,746

 

Inventory

 

 

(3,477)

 

 

(3,187)

 

Prepaid expenses and other current assets

 

 

2,371

 

 

660

 

Other assets

 

 

302

 

 

476

 

Accounts payable

 

 

967

 

 

(4,548)

 

Accrued compensation

 

 

(13)

 

 

(1,639)

 

Other accrued liabilities

 

 

(3,798)

 

 

3,724

 

Deferred revenue

 

 

36,586

 

 

467

 

Deferred rent, net of current portion

 

 

(466)

 

 

1,351

 

Net cash used in operating activities

 

 

(57,768)

 

 

(69,696)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Purchases of investments

 

 

(115,066)

 

 

(184,263)

 

Proceeds from sale of investments

 

 

37,387

 

 

55,352

 

Proceeds from maturity of investments

 

 

52,600

 

 

124,325

 

Purchases of property and equipment, net

 

 

(1,770)

 

 

(9,147)

 

Net cash used in investing activities

 

 

(26,849)

 

 

(13,733)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

12,063

 

 

1,834

 

Proceeds from issuance of common stock under employee stock purchase plan

 

 

1,855

 

 

1,503

 

Proceeds from equity offering, net of issuance costs

 

 

96,777

 

 

 

 

Borrowings under long-term debt facility

 

 

 —

 

 

75,000

 

Net cash provided by financing activities

 

 

110,695

 

 

78,337

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

26,078

 

 

(5,092)

 

Cash, cash equivalents and restricted cash, beginning of period

 

 

13,021

 

 

16,690

 

Cash, cash equivalents and restricted cash, end of period

 

$

39,099

 

$

11,598

 

 

 

 

 

 

 

 

 

See accompanying notes to the unaudited interim condensed consolidated financial statements.

 

 

7


 

Natera, Inc.

 

Notes to Unaudited Interim Condensed Consolidated Financial Statements

 

1. Description of Business

Natera, Inc. (the "Company") was formed in the state of California as Gene Security Network, LLC in November 2003 and incorporated in the state of Delaware in January 2007. The Company’s mission is to change the management of genetic disease worldwide. The Company operates a laboratory certified under the Clinical Laboratory Improvement Amendments ("CLIA") providing a host of preconception and prenatal genetic testing services. The Company determines its operating segments based on the way it organizes its business to make operating decisions and assess performance. The Company has only one segment, which is the discovery, development and commercialization of genetic testing services, and it has a subsidiary that operates in the state of Texas.

The Company's product offerings include its Panorama Non-Invasive Prenatal Test ("NIPT") that screens for chromosomal abnormalities of a fetus typically with a blood draw from the mother; Vistara (“Vistara”), a single-gene mutations screening test performed to identify single-gene disorders; Horizon Carrier Screening ("HCS") to determine carrier status for a large number of severe genetic diseases that could be passed on to the carrier’s children; Spectrum Pre-implantation Genetic Screening ("PGS") and Spectrum Pre-implantation Genetic Diagnosis ("PGD") to analyze chromosomal anomalies or inherited genetic conditions during an in vitro fertilization ("IVF") cycle to select embryos with the highest probability of becoming healthy children; Anora Products of Conception ("POC") test to rapidly and extensively analyze fetal chromosomes to understand the cause of miscarriage; Non-Invasive Paternity Testing ("PAT"), to determine paternity by analyzing the fragments of fetal deoxyribonucleic acid ("DNA") in a pregnant mother's blood and a blood sample from the alleged father(s), which is marketed and sold by a licensee from whom the Company receives a royalty. All testing is available principally in the United States, and the Company also offers its Panorama test to customers primarily in Europe. The Company also offers Constellation (“Constellation”), a cloud-based software product that allows laboratory customers to gain access through the cloud to the Company’s algorithms and bioinformatics in order to validate and launch tests based on the Company’s technology. The Company also offers Evercord, which is a cord blood and cord tissue processing and storage service; and SignateraTM, a circulating tumor DNA technology that analyzes and tracks mutations specific to an individual's tumor, for research use only by oncology researchers and biopharmaceutical companies. Further, the Company has expanded its Panorama test to now screen twin pregnancies for zygosity and chromosomal abnormalities.

 

2. Summary of Significant Accounting Policies 

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Effective January 1, 2018, the Company adopted the requirements of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers retroactively to January 1, 2016, as discussed under the Recently Adopted Accounting Pronouncements section in Note 2. All amounts and disclosures set forth in this Form 10-Q have been updated to comply with the new accounting standards, as indicated by the “as revised” notation.

The unaudited interim condensed consolidated financial information includes only adjustments of a normal recurring nature necessary for a fair presentation of the results of operations, financial position, changes in stockholders’ equity, and cash flows. The results of operations for the three and nine months ended September 30, 2018, are not necessarily indicative of the results for the full year or the results for any future periods. The condensed consolidated balance sheet as of December 31, 2017 has been derived from audited financial statements at that date, these financial statements should be read in conjunction with the audited financial statements, and related notes for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 15, 2018.   

8


 

Liquidity Matters

The Company has incurred net losses since its inception and anticipates net losses and negative operating cash flows for the near future. For the nine months ended September 30, 2018, the Company had a net loss of $96.3 million, which increased the accumulated deficit to $542.7 million at September 30, 2018 from $446.4 million at December 31, 2017 following the full retrospective adoption of Accounting Codification Standards 606, Revenue from Contracts with Customers (“ASC 606”), which required a cumulative-effect adjustment to be recorded to the opening balance of the Company’s accumulated deficit as of January 1, 2016. At September 30, 2018, the Company had $34.5 million in cash and cash equivalents, $130.9 million in marketable securities, $50.1 million of outstanding balance of the Credit Line (as defined in Note 9) including accrued interest, and $73.3 million of net carrying amount of the 2017 Term Loan (as defined in Note 9). While the Company has introduced multiple products that are generating revenues, these revenues have not been sufficient to fund all operations. Accordingly, the Company has funded the portion of operating costs that exceeds revenues through a combination of equity issuances, debt issuances, and other financings.

The Company continues to develop and commercialize future products and, consequently, it will need to generate additional revenues to achieve future profitability and may need to raise additional equity or debt financing. If the Company raises additional funds by issuing equity securities, its stockholders would experience dilution. Additional debt financing, if available, may involve covenants restricting its operations or its ability to incur additional debt. Any additional debt financing or additional equity that the Company raises may contain terms that are not favorable to it or its stockholders and requires significant debt service payments, which diverts resources from other activities. Additional financing may not be available at all, or in amounts or on terms acceptable to the Company. If the Company is unable to obtain additional financing, it may be required to delay the development and commercialization of its products and significantly scale back its business and operations.

On July 12, 2018, the Company completed an equity offering to sell 4,500,000 shares of its common stock to the public at a price of $20 per share, along with the sale of  675,000 additional shares of its common stock to the underwriters upon their exercise of the option to purchase those shares. Upon the closing of the equity offering on July 16, 2018, the Company received proceeds of $97.3 million before offering expenses,  which totaled approximately $0.5 million.

Based on the Company’s current business plan, the Company believes that its existing cash and marketable securities will be sufficient to meet its anticipated cash requirements for at least 12 months after November 8, 2018. 

Principles of Consolidation

The accompanying condensed consolidated financial statements include all the accounts of the Company and its subsidiary. The Company established a subsidiary that operates in the state of Texas to support the Company’s laboratory and operational functions. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Significant items subject to such estimates include the allowance for doubtful accounts, contract assets and deferred revenue, accrued liability for potential refund requests, stock-based compensation, the fair value of common stock and warrants, income tax uncertainties, and the expected consideration to be received from contracts with customers. These estimates and assumptions are based on management's best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors, including contractual terms and statutory limits; however, actual results could differ from these estimates and could have an adverse effect on the Company's financial statements. 

Fair Value

The Company discloses the fair value of financial instruments for financial assets and liabilities for which the value is practicable to estimate. Fair value is defined as the price that would be received upon the sale of an asset or paid

9


 

to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and the Company currently carries its warrants at fair value according to the fair value measurement guidance.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and money market deposits with financial institutions.

Restricted Cash

The Company discloses both short-term and long-term restricted cash. Short-term restricted cash consists of $4.2 million cash deposits held to secure a letter of credit associated with a settlement agreement in connection with reimbursement related claims (as described in Note 7 under Legal Proceedings) as of September 30, 2018. Long-term restricted cash consists of $0.3 million deposit per credit card terms. 

The Company adopted ASU 2016-18 effective January 1, 2018, which required the change in restricted cash to be included as part of the total cash and cash equivalents. While restricted cash is still presented as a separate line item in the Company’s balance sheet, it is no longer presented as a separate item in the statements of cash flows. ASU 2016-18 also required a restatement of the statements of cash flows in the prior period presented to report this change.  The following is the reconciliation between how restricted cash is presented in the balance sheet and the statements of cash flows for all periods presented:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

September 30,

 

December 31,

 

    

2018

    

2017

    

2017

    

2016

 

 

(in thousands)

Cash and cash equivalents in balance sheet

 

$

34,535

 

$

12,620

 

$

11,211

 

$

15,256

Restricted cash, current portion in balance sheet

 

 

4,222

 

 

59

 

 

45

 

 

1,092

Restricted cash in other assets in balance sheet

 

 

342

 

 

342

 

 

342

 

 

342

Total cash, cash equivalents and restricted cash in statements of cash flows

 

$

39,099

 

$

13,021

 

$

11,598

 

$

16,690

 

Investments

Investments consist primarily of debt securities such as U.S. Treasuries, U.S. agency and municipal bonds. Management determines the appropriate classification of securities at the time of purchase and re-evaluates such determination at each balance sheet date. The Company generally classifies its entire investment portfolio as available-for-sale. The Company views its available-for-sale portfolio as available for use in current operations. Accordingly, the Company classifies all investments as short-term, even though the stated maturity may be more than one year from the current balance sheet date. Available-for-sale securities are carried at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity.

Risk and Uncertainties

Financial instruments that potentially subject the Company to credit risk consist of cash, accounts receivable and investments. The Company limits its exposure to credit loss by placing its cash in financial institutions with high credit ratings. The Company's cash may consist of deposits held with banks that may at times exceed federally insured limits. The Company performs evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution.

The Company bills third-party payers for certain tests performed. The amount that is ultimately received from the payer for the Company’s claim and the timing of such payments are subject to the determination of the payer based on the nature of the test performed and their view of the Company’s business practices with respect to collections of plan deductibles and co-payments from patients and other activities. This determination can impact both the amount and timing of when the Company’s invoices are collected. Payers may also withhold payments and request refunds of prior payments if the payer asserts that the Company has not performed in accordance with the policies of these payers.

10


 

The Company performs evaluations of financial conditions for insurance carriers, patients, clinics and laboratory partners and generally does not require collateral to support credit sales. For the three and nine months ended September 30, 2018 and 2017, there were no customers exceeding 10% of total revenues on an individual basis. As of September 30, 2018 and December 31, 2017, there were no customers with an outstanding balance exceeding 10% of net accounts receivable. 

Revenue Recognition

The Company adopted the new revenue recognition guidance, ASC 606, beginning January 1, 2018. ASC 606 mandates revenue recognition to be evaluated using the following five steps:

 

·

Identification of a contract, or contracts, with a customer;

·

Identification of the performance obligations in the contract;

·

Determination of the transaction price;

·

Allocation of the transaction price to the performance obligations in the contract; and

·

Revenue recognition when, or as, the performance obligations are satisfied

 

See Note 3, Revenue Recognition, for detailed discussions of product revenues, licensing and other revenues, and how the five steps described above are applied.

 

Cost of Product Revenues

The components of cost of product revenues are material and service costs, impairment charges associated with testing equipment, personnel costs, including stock-based compensation expense, equipment and infrastructure expenses associated with testing samples, electronic medical records, order and delivery systems, shipping charges to transport samples, third-party test fees and allocated overhead including rent, information technology costs, equipment depreciation and utilities. Costs associated with the performance of diagnostic services are recorded as tests are accessioned.

Cost of Licensing and Other Revenues

The components of cost of licensing and other revenues are material costs associated with test kits, engineering costs incurred to improve and maintain the Constellation software platform, and amortization of Constellation software development costs. Costs also include collection kits consumed during the processing of cord blood samples, processing service and storage of the cord blood samples, and freight charged to transport the samples to the storage facility.    

Stock‑Based Compensation

Stock‑based compensation is related to stock options and restricted stock units (“RSUs”) granted to the Company’s employees and 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. No compensation cost is recognized when the requisite service has not been met and the awards are therefore forfeited.

The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options issued to employees and non-employees. The measurement of stock-based compensation is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company's statements of operations and comprehensive loss during the period that the related services are rendered.

The Black-Scholes option-pricing model requires the input of the Company's expected stock price volatility, the expected term of the awards, and a risk-free interest rate. Determining these assumptions requires significant judgment. The expected term was the calculation of the average of—(i) the employees’ historical stock option exercise behavior and (ii) the weighted-average of the time-to-vesting and the total contractual life of the options. The volatility rate was based on that of publicly traded companies in the DNA sequencing, diagnostics, or personalized medicine industries. When selecting the public companies in these industries to be used in the volatility calculation, companies were selected with comparable characteristics to the Company, including enterprise value and financial leverage. Companies were also

11


 

selected with historical share price volatility sufficient to meet the expected term of the Company's stock options. The historical volatility data was computed using the daily closing prices for the selected companies' shares during the equivalent period of the calculated expected term of the Company's stock options. The expected term of the non-employee option grants was based on their remaining contractual life at the measurement date. The risk-free interest rate assumption was based on U.S. Treasury instruments with maturities that were consistent with the option's expected term. 

Warrants

The Company accounts for warrants to purchase shares of its common stock as a liability at fair value on the balance sheet date because the Company may be obligated to redeem these warrants at some point in the future. The warrants are subject to re-measurement at each balance sheet date, with changes in fair value of the warrants recognized as a gain or loss in interest and other income in the statements of operations and comprehensive loss. Further adjustments resulting from changes in fair value are no longer required as the warrants were fully exercised in June 2018. 

Capitalized Software Held for Internal Use

The Company capitalizes salaries and related costs of employees and consultants who devote time to the development of internal-use software development projects. Capitalization begins during the application development stage, once the preliminary project stage has been completed. If a project constitutes an enhancement to previously developed software, the Company assesses whether the enhancement is significant and creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases and the Company estimates the useful life of the asset and begins amortization. The Company periodically assesses whether triggering events are present to review internal-use software for impairment. Changes in estimates related to internal-use software would increase or decrease operating expenses or amortization recorded during the reporting period. See Property and Equipment, net under Note 6 for more detail regarding an impairment charge recorded to write off certain project development costs during the first quarter of 2018. 

The Company amortizes its internal-use software over the estimated useful lives of three years. The net book value of capitalized software held for internal use was $1.9 million and $2.6 million as of September, 2018 and December 31, 2017, respectively. Amortized expense for amounts previously capitalized for the three months ended September 30, 2018 and 2017 was $0.3 million and $0.3 million, respectively; and $1.0 million and $0.7 million for the nine months ended September 30, 2018 and 2017, respectively. 

Accumulated Other Comprehensive Loss

Comprehensive loss and its components encompass all changes in equity other than those with stockholders, and include net loss, unrealized gains and losses on available-for-sale marketable securities.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

 

 

 

 

 

 

 

Balance at

 

 

December 31,

 

 

 

 

Reclassification

 

September 30,

 

 

2017

 

Increase

 

Adjustment

 

2018

 

 

(in thousands)

Unrealized (loss) gain on available-for-sale securities, net of tax

 

$

(766)

 

$

(171)

 

$

43

 

$

(894)

Total accumulated other comprehensive (loss) income, net of tax

 

$

(766)

 

$

(171)

 

$

43

 

$

(894)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average shares outstanding during the period, without consideration for potential dilutive shares. For purposes of the diluted net loss per share calculation, outstanding common stock options, RSUs, ESPP, and warrants are considered potential dilutive shares but are excluded from this calculation as the result becomes anti-dilutive, unless the consideration of any one of them gives a dilutive effect.

 

12


 

Property and Equipment

Property and equipment, including purchased and internally developed software, are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which are generally three years. 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.

Impairment of Long-lived Assets

The Company periodically evaluates the carrying value of its long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Company then compares the carrying amount of the long-lived assets with the future net undiscounted cash flows expected to be generated by such asset. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value determined using discounted estimates of future cash flows. See Note 6 for more detail regarding assets impairment. 

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) under its accounting standard codifications (“ASC”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed below, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, which amends the existing accounting standards for revenue recognition. ASU 2014-09, which defines the core principles of ASC 606, establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. ASC 606 also impacts the accounting for costs incurred in obtaining a contract with a customer, provided that such costs are considered incremental and recoverable by the Company.

Effective January 1, 2018, the Company adopted ASC 606 using the full retrospective approach. The Company revised the financial results in its statements of operations and comprehensive loss for three months ended March 31, 2017 and balance sheet as of December 31, 2017, as if ASC 606 had been effective for those periods. The adoption of ASC 606 resulted in a cumulative-effect adjustment of $41.6 million retroactively to the opening balance of accumulated deficit as of January 1, 2016. The impact of adopting the new guidance on product revenues for the three and nine months ended September 30, 2017 was a decrease of $0.7 million and an increase of $0.4 million, respectively. For financial statement disclosure purposes, the Company elected one of the practical expedients under ASC 606 to forego disclosures related to the allocation of consideration to the remaining performance obligations and the timing in which revenues will be recognized from such performance obligations.

13


 

Upon the adoption of ASC 606, the Company revised the following selected amounts in its condensed consolidated balance sheet from amounts previously reported:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2017

 

 

 

 

 

As Previously

 

Adoption of

 

 

 

 

 

 

 

Reported

 

ASC 606

 

As Revised

 

 

 

 

 

(in thousands)

Accounts receivable, net of allowance

 

 

 

 

$

8,252

 

$

35,837

 

$

44,089

Other accrued liabilities

 

 

 

 

 

33,207

 

 

50

 

 

33,257

Accumulated deficit

 

 

 

 

$

(482,162)

 

$

35,787

 

$

(446,375)

 

Upon the adoption of ASC 606, the Company restated the following selected amounts in its unaudited condensed consolidated statements of operations and comprehensive loss from amounts previously reported:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2017

 

 

 

 

 

As Previously

 

Adoption of

 

 

 

 

 

 

 

Reported

 

ASC 606

 

As Revised

 

 

 

 

 

(in thousands)

Product revenues

 

 

 

 

$

55,331

 

$

(819)

 

$

54,512

Licensing and other revenues

 

 

 

 

 

1,325

 

 

73

 

 

1,398

Total revenues

 

 

 

 

 

56,656

 

 

(746)

 

 

55,910

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

(25,043)

 

 

(746)

 

 

(25,789)

Net loss

 

 

 

 

 

(27,119)

 

 

(746)

 

 

(27,865)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

(0.51)

 

 

(0.01)

 

 

(0.52)

Diluted

 

 

 

 

$

(0.51)

 

$

(0.01)

 

$

(0.52)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2017

 

 

 

 

 

As Previously

 

Adoption of

 

 

 

 

 

 

 

Reported

 

ASC 606

 

As Revised

 

 

 

 

 

(in thousands)

Product revenues

 

 

 

 

$

153,520

 

$

315

 

$

153,835

Licensing and other revenues

 

 

 

 

 

3,654

 

 

86

 

 

3,740

Total revenues

 

 

 

 

 

157,174

 

 

401

 

 

157,575

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

 

 

 

(89,111)

 

 

401

 

 

(88,710)

Net loss

 

 

 

 

 

(90,812)

 

 

401

 

 

(90,411)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

(1.71)

 

 

0.01

 

 

(1.70)

Diluted

 

 

 

 

$

(1.71)

 

$

0.01

 

$

(1.70)

 

14


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2017

 

 

As Previously

 

Adoption of

 

Adoption of

 

 

 

    

Reported

    

ASU 2016-18

    

ASC 606

    

As Revised

 

 

(in thousands)

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(90,812)

 

$

 —

 

$

401

 

$

(90,411)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

6,147

 

 

 —

 

 

(401)

 

 

5,746

Net cash used in operating activities

 

 

(68,649)

 

 

(1,047)

 

 

 —

 

 

(69,696)

Cash, cash equivalents and restricted cash, beginning of period

 

 

15,256

 

 

1,434

 

 

 —

 

 

16,690

Cash, cash equivalents and restricted cash, end of period

 

$

11,211

 

$

387

 

$

 —

 

$

11,598

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18 (“ASU 2016-08”), Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”). The new guidance requires restricted cash to be combined with cash and cash equivalents when reconciling the beginning and ending balances of cash on the statement of cash flows. Further, the new guidance requires the nature of the restrictions to be disclosed, as well as a reconciliation between the balance sheet and the statement of cash flows on how restricted and unrestricted cash are segregated. The Company adopted this new guidance beginning January 1, 2018 and retroactively adjusted the statements of cash flows for the nine months ended September 30, 2017 to show the combined result of cash and cash equivalents and restricted cash.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force) (“ASU 2016-15”). The purpose of ASU 2016-15 is to limit diversity in the classification of certain transactions in the statement of cash flows. Such transactions include (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon bonds, (3) contingent consideration payments made after a business combination, (4) proceeds from insurance claims settlement, (5) proceeds from settlement of life insurance policies, and (6) distributions of equity method investments. The Company adopted this new guidance beginning January 1, 2018, which did not result in a material impact on its financial statements as none of the transactions described above occurred during the nine months ended September 30, 2018.     

In May 2017, the FASB issued Accounting Standards Update No. 2017-09 (“ASU 2017-09”), Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting. The purpose of this ASU is to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The Company adopted this new guidance beginning January 1, 2018, and the impact on its financial statements is not material upon adoption.

New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). ASU 2016-02 is aimed at making leasing activities more transparent and comparable, and requires substantially all leases be recognized by lessees on their balance sheet as a right-of-use asset and corresponding lease liability, including leases currently accounted for as operating leases. To ensure completeness of the financial statements presentation and disclosures, the Company has designated a project implementation team to perform certain procedures such as circulating lease accounting questionnaire and conducting inquiries to assess the population of the arrangements that may be considered under the scope of the new guidance.    In addition, the Company is in the process of finalizing its preliminary analysis and expects the potential magnitude of its right-of-use assets and lease liabilities to be material upon the adoption of this new guidance. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements,  which provides an alternative by allowing a cumulative-effect adjustment to be recorded in the opening retained earnings balance as of Jaunary 1, 2019 instead of the earliest period presented, and can be adopted concurrently with ASU 2016-02. The Company will plan on electing the alternative prescribed by ASU 2018-11 upon the adoption of ASU 2016-02 as of January 1, 2019. The modified retrospective approach must be applied to leases in existence as of the date of the adoption.

15


 

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets by requiring an allowance to be recorded as an offset to the amortized cost of such assets. For available-for-sale debt securities, expected credit losses should be estimated when the fair value of the debt securities is below their associated amortized costs. ASU 2016-13 will become effective for the Company in the first quarter of 2020, with early adoption permitted beginning the first quarter of 2019. The modified retrospective approach should be applied upon adoption of this new guidance. The Company is currently evaluating the impact of adopting ASU 2016-13 on its financial statements. 

In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). This new guidance was established as a result of the Tax Cuts and Jobs Act passed in December 2017, which provides an opportunity for entities to reclassify residual income tax effects from accumulated other comprehensive income to retained earnings due to the reduction of the corporate income tax rate. The new guidance will be effective in the first quarter of 2019, and interim periods within that year, with early adoption permitted. The Company will have the option to apply this new guidance using either the full retrospective approach or to record the reclassifications as of the beginning date in the period of adoption. The Company is currently evaluating the impact of adopting ASU 2018-02 on its financial statements. 

In June 2018, the FASB issued Accounting Standards Update No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”). ASU 2018-07 is intended to reduce the cost and complexity and to improve financial reporting for nonemployee share-based payments. ASU 2018-07 expands the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. ASU 2018-07 supersedes Subtopic 505-50, Equity-Based Payments to Non-Employees. ASU 2018-07 is effective for the Company for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year and early adoption is permitted. The Company is currently assessing the impact of this standard on its consolidated financial statements. 

In August 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No. 33-10532, Disclosure Update and Simplification. These amendments eliminate, modify, or integrate into other SEC requirements certain disclosure rules. Among the amendments is the requirement to present an analysis of changes in stockholders’ equity in the interim financial statements included in quarterly reports on Form 10-Q. The analysis, which can be presented as a footnote or separate statement, is required for the current and comparative quarter and year-to-date interim periods. The amendments are effective for all filings made on or after November 5, 2018. In light of the anticipated timing of effectiveness of the amendments and expected proximity of effectiveness to the filing date for most filers’ quarterly reports, the SEC’s Division of Corporate Finance issued a Compliance and Disclosure Interpretation related to Exchange Act Forms, or CDI – Question 105.09, that provides transition guidance related to this disclosure requirement. CDI – Question 105.09 states that the SEC would not object if the filer’s first presentation of the changes in shareholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments. As such, the Company adopted these SEC amendments on November 5, 2018 and will present the analysis of changes in stockholders’ equity in its interim financial statements in its March 31, 2019 Form 10-Q. The Company does not anticipate that the adoption of these SEC amendments will have a material effect on the Company’s financial position, results of operations, cash flows or shareholders’ equity. 

3.  Revenue Recognition 

The Company recognizes revenues when, or as, performance obligations in the contracts are satisfied, in the amount reflecting the expected consideration to be received from the goods or services transferred to the customers.

Product Revenues

 

Product revenues are derived from contracts with insurance carriers, laboratory partners and patients in connection with sales of prenatal genetic tests. The majority of the Company’s revenues is derived from Panorama NIPT,

16


 

HCS (as defined in Note 1), and to a lesser extent, other genetic tests. The Company enters into contracts with insurance carriers with primarily payment terms related to tests provided to the patients who have health insurance coverage. Insurance carriers are considered as third-party payers on behalf of the patients, and the patients are considered as the customers who receive genetic test services. Tests may be billed to insurance carriers, patients, or a combination of insurance carriers and patients. Further, the Company sells tests to a number of domestic and international laboratory partners and identifies the laboratory partners as customers provided that there is a test services agreement between the two parties.

 

A performance obligation represents a promise in a contract to transfer a distinct good or service to a customer, which represents a unit of accounting in accordance with ASC 606.  A portion of the consideration should be allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company evaluates its contracts with insurance carriers, laboratory partners and patients and identifies a single performance obligation in those contracts, which is the delivery of the test results.

 

The total consideration which the Company expects to collect in exchange for the Company’s products is an estimate and may be fixed or variable. Consideration includes reimbursement from both patients and insurance carriers, adjusted for variable consideration related to disallowed cases, discounts, refunds and doubtful accounts, and is estimated using the expected value approach. For insurance carriers with similar reimbursement characteristics, the Company uses the portfolio approach to estimate total collections for the Company’s products. The consideration expected from laboratory partners usually includes a fixed amount, but it can be variable depending on the volume of tests performed, and the Company determines the variable consideration using the expected value approach. For insurance carriers, laboratory partners and patients, the Company allocates the total consideration to a single performance obligation, which is the delivery of the test results to the customers.

 

When assessing the total consideration for insurance carriers and patients, a certain percentage of revenues is adjusted for refunds, which is considered as variable consideration that constrains to ensure that no material reversal of revenues occurs in subsequent periods.

 

The Company generally bills an insurance carrier, a laboratory partner or a patient upon delivery of test results. The Company also bills patients directly for out-of-pocket costs involving co-pays and deductibles that they are responsible for. Tests billed to insurance carriers and directly to patients usually take an average of nine to twelve months to collect the payments, and for tests billed to laboratory distribution partners, the average collection cycle takes approximately two to three months. At times, the Company may or may not get reimbursed for the full amount billed. Further, the Company may not get reimbursed at all for tests performed if such tests are not covered under the insurance carrier’s reimbursement policies or the Company is not a qualified provider to the insurance carrier, or if the tests were not previously authorized.

 

Product revenue is recognized in an amount that equals to the total consideration (as described above) at a point in time when the test results are delivered. The Company reserves certain amounts in other accrued liabilities on the balance sheet in anticipation of requests for refunds of payments previously made by insurance carriers, which are accounted for as reductions in product revenues in the statement of operations and comprehensive loss. During the three and nine months ended September 30, 2018, $0.7 million and $2.5 million were released from amounts previously held in reserves in other accrued liabilities and recognized as product revenue.

 

Licensing and Other Revenues

 

The Company recognizes licensing revenues from its cloud-based distribution service offering, Constellation, by granting licenses to its licensees to use certain of the Company’s proprietary intellectual properties and cloud-based software. The Company also recognizes revenues from Evercord for the collection and storage of newborn cord blood and cord tissue units.  

 

Constellation 

The laboratory partners with which the Company enters into a licensing arrangement represent the licensees and are identified as customers. The licensees do not have the right to possess the Company’s software, but rather receive the

17


 

software as a service. These arrangements often include: (i) the delivery of the software as a service, (ii) the necessary support and training, and (iii) the reagent kits (“IVD kits”) to be consumed as tests are processed. The Company does not consider the software as a service, the support and training as being distinct in the context of such arrangements, and therefore they are combined as a single performance obligation. The software, support and training are delivered simultaneously to the licensees over the term of the arrangement.

The Company provides IVD kits that are customized for its licensees to process tests using its cloud-based software. IVD kits revenues are recognized based on their standalone selling price at a point in time upon delivery to the licensees.

The Company bills the majority of licensees, who process the tests in their laboratories, a fixed price for each test processed. Licensing revenues are recognized as the performance obligations are satisfied over time and reported in licensing and other revenues in the statements of operations and comprehensive loss.

Evercord

The Company recognizes revenues from Evercord for the collection and storage of newborn cord blood and cord tissue units. The patient enters into an enrollment agreement with the Company. According to the agreement, there are two performance obligations: (i) the provision of a collection kit and the processing of newborn cord blood and cord tissue units, which are considered delivered at the beginning of the process (the “processing services”), and (ii) the storage of the cord blood and cord tissue units (the “storage services”), for either an annual fee or a prepayment covering an extended period or the lifetime of the newborn donor.

 

The Company offers its processing services together with storage services, and each of them is capable of being distinct, and is distinct in the context of the contract, and therefore, represents separate performance obligations.  Evercord customers may pay for both processing and storage services over a period of six,  12, or 18 months. The transaction price for the processing and storage services is calculated as the stated contract price, adjusted for discounts, refunds, and significant financing components. The Company determines that the transaction price represents the standalone selling prices that are observable in the market for both the processing and storage services. The total consideration is allocated between the processing services and storage services based on their standalone selling prices.

 

Upon the completion of the processing services, the Company issues a certificate of preservation indicating that the cord blood and cord tissue units are ready for storage, and processing revenues are recognized at this particular point in time. Storage revenues are recognized over time, which is the applicable storage period. The Company believes the methodology of recognizing storage revenues over time meaningfully depicts the timing of storage services delivered to customers as it exerts the necessary efforts to deliver such services equally over time. Evercord revenues are reported in licensing and other revenues in the statements of operations and comprehensive loss.

Qiagen

In March 2018, the Company entered into a License, Development and Distribution Agreement (“the Qiagen Agreement”) with Qiagen under which the Company granted Qiagen a license to develop, manufacture, distribute and commercialize NGS-based genetic testing assays and sequencing systems utilizing such assays, which incorporate the Company’s proprietary technology. According to the terms of the agreement, the Company is initially entitled to receive an upfront license fee and prepaid royalties totaling $40.0 million. All or a portion of the prepaid royalties are refundable in limited circumstances. In addition, the Company is entitled to potential milestone payments from Qiagen upon the achievement of certain volume, regulatory and commercial milestones, and tiered royalties. The Qiagen Agreement has a term of 10 years and expires in March 2028, and it may be terminated earlier in certain circumstances. Upon termination of the Qiagen Agreement, the license granted to Qiagen will also terminate, except in certain limited circumstances. The Company provided to Qiagen standard indemnification protections, which is part of an assurance that the license meets the contract’s specifications and is not an obligation to provide goods or services. 

The Company identified the following goods and services in the agreement that it concluded were distinct performance obligations:

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Technology license. The Company granted the right to Qiagen to use its proprietary intellectual properties (“technology license”) to develop, manufacture, distribute and commercialize genetic testing assays and sequencing systems in certain countries. The technology license was transferred to Qiagen at the inception of this agreement when the license became effective and the technology transfer was completed.

Development services. The Company is responsible for providing certain support services to assist Qiagen in its design and development of the genetic testing assays.

Market development support. The Company is required to support Qiagen’s market development for the genetic testing assays.

Option to expand commercialization to another country. The Company has provided an option to Qiagen to expand the commercialization of its genetic testing assays to another country following all of the necessary regulatory approvals.

The initial transaction price was estimated to be $15.0 million based on the most likely amount approach, which was comprised of the upfront non-refundable fee and a payment associated with the initial milestone under the agreement. The remaining milestone and prepaid royalty amounts were not included in the transaction price due to the uncertainties of research and development and the potential for prepaid royalty refund, as it is not currently probable that the associated revenue, if recognized, would not be reversed later. Royalties, including prepaid royalties, will generally not be recognized until earned. The allocation of the transaction price was performed based on standalone selling prices, which are based on estimated amounts that the Company would charge for a performance obligation if it were sold separately. Future variable consideration such as milestones and royalties is considered associated with the technology license performance obligation. The amounts included in the initial transaction price were allocated to the remaining value of the technology license, as well as development services, market development support and the option to expand commercialization using the relative standalone selling price approach. The amount initially allocated to the technology license was $5.5 million.   

For the three and nine months ended September 30, 2018, the Company recognized revenue of approximately $0.1 million and $5.7 million, respectively, related to support services provided and the delivery of its technology license to Qiagen.

In accordance with ASC 340-40,  any incremental costs incurred to obtain a contract with a customer are required to be capitalized and amortized over the period in which the goods and services are transferred to the customer. The Company has elected to apply a practical expedient under ASC 340-40 to recognize the incremental costs of obtaining a contract as an expense when incurred provided that the amortization period of such costs, if capitalized, is one year or less. 

 

Disaggregation of Revenues

 

The primary source of the Company’s revenues relates to the sale of prenatal genetic tests. The Company also recognizes licensing revenues from its cloud-based software platform, Constellation and other revenues. The following table shows disaggregation of revenues by types of products and services, with sales of genetic tests further disaggregated by test families:

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Three months ended 

 

Nine months ended

 

 

September 30, 

 

September 30, 

 

 

2018

 

2017

 

2018

 

2017

(Amounts in thousands)

 

 

 

 

(As Revised)

 

 

 

 

(As Revised)

Sales of genetic tests

 

 

 

 

 

 

 

 

 

 

 

 

Panorama NIPT

 

$

35,999

 

$

33,889

 

$

104,981

 

$

97,975

HCS

 

 

23,565

 

 

17,900

 

 

63,248

 

 

47,325

Other genetic tests

 

 

3,098

 

 

2,723

 

 

9,055

 

 

8,535

Product revenues

 

 

62,662

 

 

54,512

 

 

177,284

 

 

153,835

Licensing and other

 

 

 

 

 

 

 

 

 

 

 

 

Constellation

 

 

1,054

 

 

1,058

 

 

3,652

 

 

3,091

Other

 

 

1,564

 

 

340

 

 

9,753

 

 

649

Licensing and other revenues

 

 

2,618

 

 

1,398

 

 

13,405

 

 

3,740

Total revenues

 

$

65,280

 

$

55,910

 

$

190,689

 

$

157,575

 

The Company measures its performance results primarily based on revenues recognized from the three categories described below. The following table shows disaggregation of revenues by payer types: