0001384101-22-000028 | 10-K | XBRL Viewer

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Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 173,197	$ 349,364
Accounts receivable	41,461	18,461
Supplies	11,225	4,657
Prepaid expenses and other current assets	17,219	3,197
Total current assets	243,102	375,679
Property and equipment, net	15,098	8,990
Right-of-use assets - operating leases	16,043	7,843
Intangible assets, net	202,731	59,924
Goodwill	707,904	2,725
Restricted cash	749	603
Other assets	2,198	1,399
Total assets	1,187,825	457,163
Current liabilities:
Accounts payable	12,360	3,116
Accrued liabilities	39,475	11,705
Current portion of long-term debt	1,127	0
Current portion of deferred revenue	4,646	371
Current portion of acquisition-related contingent consideration	2,682	0
Current portion of operating lease liabilities	3,630	1,589
Current portion of other liabilities	231	0
Total current liabilities	64,151	16,781
Long-term debt	0	810
Deferred revenue, net of current portion	343	829
Deferred tax liability	5,592	0
Acquisition-related contingent consideration, net of current portion	5,722	7,594
Operating lease liabilities, net of current portion	14,096	9,917
Other liabilities	1,407	0
Total liabilities	91,311	35,931
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of December 31, 2021 and 2020	0	0
Common stock, $0.001 par value; 125,000,000 shares authorized, 71,123,108 and 58,200,526 shares issued and outstanding as of December 31, 2021 and 2020, respectively	71	58
Additional paid-in capital	1,468,683	702,768
Accumulated deficit	(357,157)	(281,594)
Accumulated other comprehensive loss	(15,083)	0
Total stockholders' equity	1,096,514	421,232
Total liabilities and stockholders' equity	$ 1,187,825	$ 457,163

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Preferred stock, par value (in USD per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in USD per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	125,000,000	125,000,000
Common stock, shares issued (in shares)	71,123,108	58,200,526
Common stock, shares outstanding (in shares)	71,123,108	58,200,526

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue:
Total revenue	$ 219,514,000	$ 117,483,000	$ 120,368,000
Operating expenses:
Research and development	29,843,000	17,204,000	14,851,000
Selling and marketing	79,840,000	52,389,000	53,691,000
General and administrative	101,353,000	36,729,000	29,029,000
Intangible asset amortization	15,981,000	5,095,000	1,401,000
Total operating expenses	301,417,000	152,872,000	135,495,000
Loss from operations	(81,903,000)	(35,389,000)	(15,127,000)
Other income, net	254,000	480,000	2,528,000
Loss before income tax benefit	(81,649,000)	(34,909,000)	(12,599,000)
Income tax benefit	(6,086,000)	0	0
Net loss	$ (75,563,000)	$ (34,909,000)	$ (12,599,000)
Net loss per common share, basic (in USD per share)	$ (1.11)	$ (0.66)	$ (0.27)
Net loss per common share, diluted (in USD per share)	$ (1.11)	$ (0.66)	$ (0.27)
Shares use to compute net loss per common share, basic (in shares)	67,890,328	53,239,231	46,138,177
Shares use to compute net loss per common share, diluted (in shares)	67,890,328	53,239,231	46,138,177
Testing revenue
Revenue:
Total revenue	$ 188,182,000	$ 101,970,000	$ 107,355,000
Operating expenses:
Cost of revenue	58,860,000	35,913,000	36,077,000
Product revenue
Revenue:
Total revenue	11,464,000	9,845,000	923,000
Operating expenses:
Cost of revenue	5,887,000	4,921,000	446,000
Biopharmaceutical and other revenue
Revenue:
Total revenue	19,868,000	5,668,000	12,090,000
Operating expenses:
Cost of revenue	$ 9,653,000	$ 621,000	$ 0

Consolidated of Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Comprehensive Income [Abstract]
Net loss	$ (75,563)	$ (34,909)	$ (12,599)
Other comprehensive loss:
Change in currency translation adjustments	(15,083)	0	0
Net comprehensive loss	$ (90,646)	$ (34,909)	$ (12,599)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss
Beginning balance (in shares) at Dec. 31, 2018		40,863
Beginning balance at Dec. 31, 2018	$ 79,755	$ 41	$ 313,800	$ (234,086)	$ 0
Increase (Decrease) in Stockholders' Equity [Rollforward]
Sale of common stock in a public offering, net of offering costs (in shares)		6,325
Sale of common stock in a public offering, net of offering costs	137,848	$ 6	137,842
Issuance of common stock for acquisition (in shares)		377
Issuance of common stock for acquisition	10,000	$ 1	9,999
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares)		1,924
Issuance of common stock on exercise of stock options and vesting of restricted stock units	14,355	$ 2	14,353
Issuance of common stock under employee stock purchase plan (ESPP) (in shares)		136
Issuance of common stock under employee stock purchase plan (ESPP)	1,266		1,266
Tax portion of vested restricted stock units	(977)		(977)
Stock-based compensation expense (employee)	8,883		8,883
Stock-based compensation expense (non-employee)	181		181
Stock-based compensation expense (ESPP)	743		743
Net loss	(12,599)			(12,599)
Ending balance (in shares) at Dec. 31, 2019		49,625
Ending balance at Dec. 31, 2019	239,455	$ 50	486,090	(246,685)	0
Increase (Decrease) in Stockholders' Equity [Rollforward]
Sale of common stock in a public offering, net of offering costs (in shares)		6,900
Sale of common stock in a public offering, net of offering costs	193,831	$ 7	193,824
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares)		1,573
Issuance of common stock on exercise of stock options and vesting of restricted stock units	11,668	$ 1	11,667
Issuance of common stock under employee stock purchase plan (ESPP) (in shares)		103
Issuance of common stock under employee stock purchase plan (ESPP)	2,037		2,037
Tax portion of vested restricted stock units	(3,845)		(3,845)
Stock-based compensation expense (employee)	12,017		12,017
Stock-based compensation expense (non-employee)	51		51
Stock-based compensation expense (ESPP)	927		927
Net loss	(34,909)			(34,909)
Ending balance (in shares) at Dec. 31, 2020		58,201
Ending balance at Dec. 31, 2020	421,232	$ 58	702,768	(281,594)	0
Increase (Decrease) in Stockholders' Equity [Rollforward]
Sale of common stock in a public offering, net of offering costs (in shares)		8,547
Sale of common stock in a public offering, net of offering costs	593,821	$ 9	593,812
Issuance of common stock for acquisition (in shares)		3,347
Issuance of common stock for acquisition	147,089	$ 3	147,086
Issuance of common stock on exercise of stock options and vesting of restricted stock units (in shares)		947
Issuance of common stock on exercise of stock options and vesting of restricted stock units	9,175	$ 1	9,174
Issuance of common stock under employee stock purchase plan (ESPP) (in shares)		81
Issuance of common stock under employee stock purchase plan (ESPP)	2,353		2,353
Tax portion of vested restricted stock units	(9,029)		(9,029)
Stock-based compensation expense (employee)	20,795		20,795
Stock-based compensation expense (non-employee)	61		61
Stock-based compensation expense (ESPP)	1,663		1,663
Net loss	(75,563)			(75,563)
Other comprehensive loss	(15,083)				(15,083)
Ending balance (in shares) at Dec. 31, 2021		71,123
Ending balance at Dec. 31, 2021	$ 1,096,514	$ 71	$ 1,468,683	$ (357,157)	$ (15,083)

Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Statement of Stockholders' Equity [Abstract]
Issuance costs	$ 38,677	$ 13,169	$ 9,208

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (75,563)	$ (34,909)	$ (12,599)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	19,593	7,944	4,117
Gain on disposal of property and equipment	0	0	(23)
Stock-based compensation	22,519	12,995	9,807
Benefit from income taxes	(6,258)	0	0
Amortization and write-off of debt discount and issuance costs	0	0	83
Interest on end-of-term debt obligation	216	216	229
Write-down of excess supplies	0	1,088	0
Noncash lease expense	1,632	964	1,034
Revaluation of acquisition-related contingent consideration	810	1,506	0
Impairment loss	0	1,000	0
Effect of foreign currency on operations	1,211	(34)	0
Changes in operating assets and liabilities:
Accounts receivable	(8,571)	955	(6,161)
Supplies	(1,464)	1,061	(3,404)
Prepaid expenses and other current assets	(3,316)	(970)	154
Other assets	(216)	37	(351)
Operating lease liability	(1,794)	(1,407)	(1,205)
Accounts payable	5,155	711	(141)
Accrued liabilities and deferred revenue	14,425	(868)	5,228
Net cash used in operating activities	(31,621)	(9,711)	(3,232)
Investing activities
Acquisition of Decipher Biosciences, net of cash acquired	(574,411)	0	0
Acquisition of HalioDx, net of cash acquired	(162,419)	0	0
Acquisition of NanoString diagnostics platform	0	0	(40,000)
Proceeds from sale of equity securities	3,000	0	0
Purchase of equity securities	0	(1,000)	0
Proceeds from the sale of property and equipment	0	0	23
Purchases of property and equipment	(5,376)	(2,837)	(2,756)
Net cash used in investing activities	(739,206)	(3,837)	(42,733)
Financing activities
Proceeds from issuance of common stock in a public offering, net of issuance costs	593,821	193,831	137,848
Payment of long-term debt	0	(100)	(24,900)
Payment of financial lease liability	0	0	(308)
Payment of taxes on vested restricted stock units	(9,029)	(3,845)	(977)
Proceeds from the exercise of common stock options and employee stock purchases	11,528	13,709	15,624
Net cash provided by financing activities	596,320	203,595	127,287
(Decrease) increase in cash, cash equivalents and restricted cash	(174,507)	190,047	81,322
Effect of foreign currency on cash, cash equivalents and restricted cash	(1,514)	0	0
Net (decrease) increase in cash, cash equivalents and restricted cash	(176,021)	190,047	81,322
Cash, cash equivalents and restricted cash at beginning of year	349,967	159,920	78,598
Cash, cash equivalents and restricted cash at end of year	173,946	349,967	159,920
Supplementary cash flow information of non-cash investing and financing activities:
Shares issued for purchase consideration for a business combination	147,089	0	10,000
Deferred purchase consideration for a business combination	0	0	6,088
Purchases of property and equipment included in accounts payable and accrued liabilities	392	294	226
Supplementary cash flow information:
Cash paid for interest on debt	9	13	332
Cash paid for tax	112	112	35
Cash and cash equivalents	173,197	349,364	159,317
Restricted cash	749	603	603
Total cash, cash equivalents and restricted cash	$ 173,946	$ 349,967	$ 159,920

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Veracyte, Inc., or Veracyte, or the Company, is a global diagnostics company that improves patient care by answering important clinical questions to inform diagnosis and treatment decisions throughout the patient journey in cancer and other diseases. The Company’s growing menu of tests leverage advances in genomic science and machine learning technology to influence care for patients, enabling them to avoid unnecessary and potentially harmful procedures and interventions, and accelerate time to more appropriate treatment. In addition to making its tests available in the United States through its central laboratories, the Company believes its exclusive access to the nCounter Analysis System, a diagnostics platform, positions the company to deliver its tests to patients worldwide through laboratories and hospitals that can perform them locally. Veracyte was incorporated in the state of Delaware on August 15, 2006, as Calderome, Inc. Calderome operated as an incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. The Company’s headquarters are in South San Francisco, California, and it also has operations in San Diego, California; Austin, Texas; Richmond, Virginia; Vancouver, Canada; and Marseille, France. It performs diagnostic testing in its Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories in South San Francisco, San Diego, Austin, Richmond and Marseille. Veracyte’s foundational approach for its tests begins with determining what clinical questions need to be answered in order to inform what happens next for the patient. The Company deploys rigorous science and technology to develop and validate its tests and collects extensive clinical utility data to demonstrate their ability to influence care. This approach has enabled the Company to obtain Medicare reimbursement for many of its commercially available tests. The Company positions its tests to integrate seamlessly into the way physicians currently evaluate patients, to facilitate adoption. Veracyte currently offers genomic tests, which it believes are changing patient care in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer (Prosigna); lung cancer (Percepta); and interstitial lung diseases, or ILD, including idiopathic pulmonary fibrosis, or IPF (Envisia). The Company’s commercially available tests in each of these indications are covered by Medicare. Additionally, through its acquisition of HalioDx, the Company also offers a clinically validated immuno-oncology test in colon cancer (Immunoscore). The Company performs its genomic tests for thyroid cancer, lung cancer and IPF in its CLIA-certified laboratory in South San Francisco, California, and its genomic tests for prostate and bladder cancer in its College of American Pathologists, or CAP, accredited and CLIA-certified laboratory in San Diego, California. In 2019, the Company acquired from NanoString Technologies, Inc. or NanoString, the exclusive global diagnostics license to the nCounter Analysis System and the Prosigna Breast Cancer Prognostic Gene Signature Assay, which is commercially available, along with the LymphMark lymphoma subtyping assay, which is in development for use as a companion diagnostic with Acerta Pharma’s and AstraZeneca’s Calquence. Both tests are designed for use on the nCounter Analysis System. The Prosigna test kits and associated products are sold to laboratories and hospitals globally. Additionally, the Company’s Immunoscore Colon Cancer test is performed in Veracyte’s CLIA-certified laboratories in Marseille, France, and Richmond, Virginia. Veracyte’s scientific approach and capabilities in genomics and immuno-oncology also provide multiple opportunities for partnerships with biopharmaceutical and diagnostic testing companies. In developing and commercializing its products, the Company has built or gained access to unique data and sample biorepositories, and proprietary technology and bioinformatics that it believes are important to the development of new targeted therapies, determining clinical trial eligibility and guiding treatment selection.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates include: revenue recognition; write-down of supplies; useful lives of property and equipment; recoverability of long-lived assets; incremental borrowing rates for leases; accounting for acquisitions; estimation of the fair value of intangible assets and contingent consideration; assessment of variable interest entities; stock based compensation; income tax uncertainties, including a valuation allowance for deferred tax assets; allowance for credit losses and contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recognized revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.

Liquidity

The Company has incurred net losses since its inception and as of December 31, 2021, the Company had an accumulated deficit of $357.2 million. The Company believes its cash and cash equivalents of $173.2 million as of December 31, 2021, and its revenue from sales in 2022 will be sufficient to meet its anticipated cash requirements through at least February 2022.

On February 9, 2021, the Company issued and sold 8,547,297 shares of common stock in a registered public offering, including 1,114,864 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $74.00 per share. The Company's net proceeds from the offering were $593.8 million, after deducting underwriting commissions and offering expenses of $38.7 million.

In August 2020, the Company issued and sold 6,900,000 shares of common stock in a registered public offering, including 900,000 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $30.00 per share. The Company's net proceeds from the offering were approximately $193.8 million, after deducting underwriting commissions and offering expenses of $13.2 million.

In May 2019, the Company issued and sold 6,325,000 shares of common stock in a registered public offering, including 825,000 shares issued and sold upon the underwriters' exercise in full of their option to purchase additional shares, at a price to the public of $23.25 per share. The Company's net proceeds from the offering were approximately $137.8 million, after deducting underwriting commissions and offering expenses of $9.2 million.

If the Company is not able to generate cash proceeds from revenue sufficient to satisfy its cash obligations, the Company will need to finance future cash needs primarily through public or private equity offerings, debt financings, borrowings or strategic collaborations or licensing arrangements. If the Company is not able to secure additional funding when needed, on acceptable terms, it may have to delay, reduce the scope of or eliminate one or more research and development programs or selling and marketing initiatives which may have a material adverse effect on the Company's business, results of operations, financial condition and/or its ability to fund its scheduled obligations on a timely basis or at all.

Concentrations of Credit Risk and Other Risks and Uncertainties

The worldwide spread of coronavirus, or COVID-19, has created significant uncertainty in the global economy. There have been no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have. As a result, the ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Company’s business, results of operations and financial condition will depend on future developments, are highly uncertain and difficult to predict. If the financial markets or the overall economy are impacted for an extended period, the Company’s liquidity, revenues, supplies, goodwill and intangibles may be adversely affected. The Company considers the effects, to the extent knowable, of the COVID-19 pandemic in developing our estimates.

The majority of the Company’s cash and cash equivalents are deposited with one major financial institution in the United States. Deposits in this institution may exceed the amount of insurance provided on such deposits. The Company has not

realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts.

Several of the components of the Company's sample collection kit and test reagents, and its nCounter Analysis Systems and related test kits are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the Company's requirements on a timely basis, it could suffer delays in being able to deliver its diagnostic solutions, a possible loss of revenue, or incur higher costs, any of which could adversely affect its operating results.

The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the customer. The estimate of credit losses is not material at December 31, 2021.

Through December 31, 2021, the Company has derived most of its revenue from the sale of Afirma and the Decipher urologic tests, delivered primarily to physicians in the United States. The Company generally invoices third-party payers upon delivery of a patient report to the prescribing physician. As such, the Company takes the assignment of benefits and the risk of cash collection from the third-party payer and individual patients. The Company's total third-party payers and other customers in excess of 10% of revenue and their related revenue as a percentage of total revenue were as follows:


	Year Ended December 31,
	2021		2020		2019
Medicare	30	%	24	%	26	%
UnitedHealthcare	10	%	11	%	11	%
	40	%	35	%	37	%

The Company's significant third-party payers and other customers in excess of 10% of total accounts receivable and their related accounts receivable balance as a percentage of total accounts receivable were as follows:


	As of December 31,
	2021		2020
Medicare	12	%	13	%
UnitedHealthcare	9	%	12	%

Cash Equivalents

The Company considers demand deposits in a bank, money market funds and highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

Restricted Cash

The Company had deposits of $749,000 and $603,000 included in long-term assets as of December 31, 2021 and December 31, 2020, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the Company's leases.

Acquisitions

The Company first determines whether a set of assets acquired and liabilities assumed constitute a business and should be accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as

an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting. Under the acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our consolidated financial statements. The estimated fair value of intangible assets acquired are based on discounted cash flows utilizing certain assumptions including revenues (such as projected testing volumes, growth rates), discount rates and expected economic life/obsolescence factors of the respective assets. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination are recorded at fair value on the acquisition date and remeasured at each subsequent reporting period until the related contingencies are resolved, with the resulting changes in fair value recorded in general and administrative expense in the consolidated statements of operations.

Equity Investment

In July 2020, the Company invested $1.0 million in the preferred stock of MAVIDx, Inc., or MAVIDx, a company developing a diagnostic platform for infectious diseases testing. MAVIDx is a variable interest entity, or VIE, and the Company's investment is a variable interest. The Company has determined that it is not the primary beneficiary of the VIE due to the fact that the Company does not have the power to direct the activities that impact the economic performance of MAVIDx or the obligation to fund its operations with ongoing financial support or contributions. MAVIDx is a private company and its equity securities are not traded or quoted in any securities exchange or in the over-the-counter market, and therefore does not have a readily determinable fair value. As such, the Company has elected to measure its investment in the preferred stock at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar equity financings of MAVIDx, in accordance with Accounting Standards Codification, or ASC 321, Investments—Equity Securities. Based on the fourth quarter of 2020 operating performance of MAVIDx and the volatile nature of the market in which it operates, the Company determined that the investment in MAVIDx is fully impaired as of December 31, 2020. As a result, an impairment loss of $1.0 million was recorded in the fourth quarter of 2020 and is included in general and administrative expense in the consolidated statements of operations.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the term of the lease. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and any resulting gain or loss is reflected in the statements of operations in the period realized.

Finite-lived Intangible Assets

Finite-lived intangible assets consist of intangible assets acquired as part of business combinations. The Company amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives of 4 to 15 years, based on management's estimate of the period over which their economic benefits will be realized, product life and patent life. The Company tests these finite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets consist of in-process research and development, or IPR&D, acquired as part of business combinations. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. The Company also tests these indefinite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying amounts. There was no impairment for the years ended December 31, 2021, 2020 or 2019.

Goodwill

Goodwill, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company has determined that it operates in a single segment and has a single reporting unit associated with the development and commercialization of diagnostic products. In the event the Company determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded goodwill over its implied fair value. There was no impairment for the years ended December 31, 2021, 2020 or 2019.

Fair Value of Financial Instruments

The carrying amounts of certain financial instruments including cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their relatively short maturities.

See Note 6. Fair Value Measurements for further information on the fair value of the Company’s financial instruments.

Revenue Recognition

The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers, or ASC 606. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. Performance obligations are considered satisfied once the Company has completed a service or transferred control of a product to the customer.

In arrangements involving more than one service or good, each required service or good is evaluated to determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may be at a point in time or over time.

Testing Revenue

The Company bills for testing services at the time of test completion as defined by the delivery of test results. The Company recognizes revenue based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, the Company considers factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and the Company, payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from those estimates and assumptions.

During 2021, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2020 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2021.

During 2020, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2019 or prior years and recognized additional revenue of $1.5 million, which resulted in a decrease in the Company's loss from operations of $1.5 million and a decrease in loss per share of $0.02 for the year ended December 31, 2020.

During 2019, the Company changed its testing revenue estimates due to actual and anticipated cash collections for tests delivered in 2018 or prior years and recognized additional revenue of $1.6 million, which resulted in a decrease in the Company's loss from operations of $1.6 million and a decrease in loss per share of $0.04 for the year ended December 31, 2019.

Product Revenue

The Company began recognizing product revenue in December 2019, when the Company executed an agreement with NanoString for the exclusive global license to the nCounter Analysis System for diagnostic use. More details on this agreement are in Note 4. Business Combination.

Product revenue from instruments and diagnostic kits is recognized generally upon shipment or when the instrument is ready for use by the end customer. Shipping and handling costs incurred for product shipments are included in product revenue. Revenues are presented net of the taxes that are collected from customers and remitted to governmental authorities. There was no revenue from instrument sales for the years ended December 31, 2021, 2020 or 2019.

Biopharmaceutical and Other Revenue

The Company enters into arrangements for research and development, commercialization, contract manufacturing and contract testing services which are classified under biopharmaceutical and other revenue. Such arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples, including intellectual property rights/licenses, research and development services, and/or commercialization services. The Company receives consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of service plus margin; and development and commercial performance milestone payments.

The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company evaluates each performance obligation to determine if they can be satisfied at a point in time or over time, and it measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related program. For licenses that are bundled with other promises, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and, therefore, excluded from the transaction price.

At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control, such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenues and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC Topic 808, Collaborative Arrangements, or ASC 808. These milestone payments are recognized in the same manner as milestone payments from customers and are classified under biopharmaceutical and other revenue.

Accounts receivable from biopharmaceutical and other revenue was $11.6 million and $0.4 million at December 31, 2021 and 2020, respectively. There was $5.0 million and $1.2 million of deferred revenue related to these agreements at December 31, 2021 and 2020, respectively.

Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Development services	$	10,387	$	2,123	$	1,000
Collaboration milestones	4,000		—		4,000
Provision of data	1,876		1,545		7,090
Milestones	350		1,000		—
Development rights	—		1,000		—
Contract manufacturing	2,872		—		—
Contract testing	383		—		—
Total	$	19,868	$	5,668	$	12,090

Cost of Testing Revenue

The components of our cost of testing services are laboratory expenses, sample collection expenses, compensation expense, license fees and royalties, depreciation and amortization, other expenses such as equipment and laboratory supplies, and allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is processed regardless of whether and when revenue is recognized with respect to that test. Cost of testing revenue for the year ended December 31, 2020 included a $1.1 million write-down of supplies for the expiration of reagents due to an anticipated decline in volumes resulting from the COVID-19 pandemic.

Cost of Product Revenue

Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third-party contract manufacturers, installation, service and packaging and delivery costs. In addition, cost of product includes royalty costs for licensed technologies included in the Company’s products, and labor expenses. Cost of product revenue for instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product in the consolidated statements of operations.

Cost of Biopharmaceutical and Other Revenue

Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the Company to perform research and development, commercialization, contract manufacturing and contract testing services on behalf of a customer.

Research and Development

Research and development expenses include expenses incurred to develop the Company's technology, collect clinical samples and conduct clinical studies to develop and support its products. These expenses consist of compensation expenses, direct research and development expenses such as prototype materials, laboratory supplies and costs associated with setting up and conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other miscellaneous expenses and allocation of facility and information technology expenses. The Company expenses all research and development costs in the periods in which they are incurred.

Income Taxes

The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company's assessment of an uncertain tax position begins with the initial determination of the position's sustainability and is measured at the largest amount of benefit that is more-likely-than-not of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may change as new information becomes available.

Stock-based Compensation

Stock-based compensation expense for stock options issued to employees and non-employees is measured based on the grant-date fair value of the award. The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model. Stock-based compensation expense for restricted stock units, or RSUs, is measured based on the fair value of the award, which is determined based upon the closing price of the Company’s common stock on the date of the grant. The Company grants performance-based stock units, or PSUs, to certain employees which vest upon the achievement of certain performance conditions, subject to the employees’ continued service with the Company. The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability assessment.

The Company recognizes compensation costs on a straight-line basis for all employee stock-based compensation awards that are expected to vest over the requisite service period of the awards, which is generally the awards' vesting period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Net Loss per Common Share

Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially dilutive securities consisting of options to purchase common stock, RSUs and shares subject to purchase under our employee stock purchase plan are considered to be common stock equivalents and were excluded from the calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented.

French Research Tax Credits

The French research tax credits (crédit d’impôt recherche or CIR) is generated by the Company’s wholly owned subsidiary, Veracyte SAS, in connection with its research efforts performed in Marseille, France. The Company recognizes other income from the CIR over time based on when the research and development expenses are incurred and includes the CIR in prepaids and other current assets on the consolidated balance sheets.

Foreign Currency Translation

The functional currency of the Company’s foreign subsidiary HalioDx is the Euro. Assets and liabilities denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average exchange rates in

effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in other income, net, on the consolidated statements of operations.

Segment Reporting

The chief operating decision maker for the Company is the Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company has a single reporting unit associated with the development and commercialization of diagnostic products and biopharmaceutical services.

Revenue by geographic region based on the customer billing address was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
United States	$	200,982	$	109,614	$	119,153
International	18,532		7,869		1,215
Total revenue	$	219,514	$	117,483	$	120,368

Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2021 and 2020.

Recent Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. This ASU removes the following exceptions: (1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; (2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; (3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and (4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in this ASU also improve consistency and simplify other areas of Topic 740 by clarifying and amending existing guidance. The revised guidance will be applied prospectively and became effective for the Company beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company's consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company does not expect to have a material impact on its consolidated financial statements and related disclosures from the adoption of this guidance.

Net Loss Per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss Per Share

The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the years ended December 31, 2021, 2020 and 2019 because their inclusion would be anti-dilutive:


	Year Ended December 31,
	2021	2020	2019
Shares of common stock subject to outstanding options	3,754,807	4,564,777	5,394,944
Employee stock purchase plan	21,158	21,006	26,124
Restricted stock units	1,106,938	913,562	712,122
Total common stock equivalents	4,882,903	5,499,345	6,133,190

Business Combination

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Business Combination

Business Combinations

HalioDx

On August 2, 2021, the Company acquired 100% of the equity interests (the "HalioDx Acquisition") of HalioDx SAS and 100% of the equity interest of HalioDx Inc., historically a wholly owned subsidiary of HalioDx SAS, (collectively referred to as “HalioDx”). HalioDx was a privately-held company providing immune-based diagnostic products and services. The consideration to acquire HalioDx was $319.6 million, comprised of $147.1 million in the form of 3.3 million shares of the Company’s common stock based on the Company's share price on the closing date, $4.2 million in liabilities, and the remainder in cash. The Company incurred $11.5 million of transaction costs related to the acquisition of HalioDx, which were recorded as general and administrative expense during the year ended December 31, 2021.

In connection with the HalioDx Acquisition, 11,031 unvested HalioDx free ordinary share awards, or free shares, were modified to provide the Company the right to purchase the vested free shares (call option) from the holders and the holders the right to sell the vested free shares to the Company (put option) from time to time through late 2023. As a result of the call and put options, the free shares are liability classified with an initial fair value of $5.1 million, based on the expected settlement amount. As the free shares require the holders to continue to provide services post-combination, the Company included $3.5 million, attributed to pre-combination services, in the purchase price and the remainder will be recorded in post-combination compensation expense, which will be recognized over the period the holders provide services to the Company.

Additionally, in connection with the HalioDx Acquisition, all of HalioDx's equity-classified options that were outstanding prior to the HalioDx Acquisition were terminated and cancelled at the acquisition date. The Company paid holders of vested options cash consideration of $0.4 million and as the payment is related to pre-combination services, the amount was included in the purchase price. The Company also committed to pay cash consideration of $1.5 million to holders of unvested options on the date the employee satisfies the original service requirement. As this payment requires continuing services and is forfeited if the holders' employment is terminated, the amount was considered nonrecurring post-combination compensation expense and will be recognized over the remaining service period.

As part of the agreement, the Company held back $16.8 million of the cash consideration, or the holdback, which will be payable to the founders of HalioDx based on their continuous employment with the Company. Fifty percent of the holdback will be placed in escrow on the founders' behalf on the first anniversary of the closing date and the remainder will be paid directly to the founders on the second anniversary. As this payment is dependent on the founders’ continuing employment and is forfeited if the employment is terminated, the holdback is not included in the purchase price and will be recognized as post-combination compensation expense over the two-year service period.

For the year ended December 31, 2021, the Company recognized post-combination compensation expense of $4.5 million, of which $0.3 million was recorded as cost of revenue, $0.8 million was recorded as research and development, $1.3 million was recorded as sales and marketing, and the remainder was recorded as general and administrative.

The Company included the financial results of HalioDx in its consolidated financial statements from the acquisition date, which contributed $11.5 million and $13.0 million of revenue and operating loss, respectively, during the year ended December 31, 2021.

The following table summarizes the purchase price and post-combination compensation expense as a part of the HalioDx Acquisition (in thousands):


	Purchase Price		Post-Combination Compensation Expense
Cash transferred	$	168,357	$	—
Liabilities incurred	4,194		19,904
Common stock transferred	147,089		—
Total	$	319,640	$	19,904

Assets acquired and liabilities assumed are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands):


Cash and cash equivalents	$	5,938
Accounts receivable	10,793
Supplies inventory	3,610
Prepaids and other current assets	7,045
Property and equipment, net	2,716
Right-of-use assets, financing lease	733
Right-of-use assets, operating lease	2,136
Intangible assets	60,303
Other assets	524
Total identifiable assets acquired	93,798
Accounts payable	(2,645)
Accrued liabilities	(5,627)
Current portion of financing lease liability	(247)
Current portion of operating lease liability	(448)
Long-term debt	(1,171)
Deferred revenue	(3,250)
Financing lease liability, net of current portion	(488)
Operating lease liability, net of current portion	(1,687)
Deferred tax liability	(7,409)
Net identifiable assets acquired	70,826
Goodwill	248,814
Total purchase price	$	319,640

Based on the guidance provided in ASC 805, Business Combinations, or ASC 805, the Company accounted for the acquisition of HalioDx as a business combination in which the Company determined that HalioDx was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.

The Company's purchase price allocation for the HalioDx Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired, and liabilities assumed, are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to certain income tax items, intangible assets, deferred revenue, accounts receivable, other assets, commitments and contingencies and goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date.

The intangible assets acquired include three developed technology assets (related to diagnostics, biopharma, and contract IVD), two customer relationships assets (related to biopharma and contract IVD manufacturing and development), and two customer backlog assets (related to biopharma and contract IVD manufacturing and development). The fair value of our intangible assets acquired as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years):


	Fair value		Estimated useful life	Valuation method
Developed technology – diagnostics	$	4,163	10	Multi-period excess earnings
Developed technology – biopharma	42,224		10	Multi-period excess earnings
Developed technology – contract IVD	1,546		10	Multi-period excess earnings
Customer relationships – biopharma	2,141		7	With-and-without
Customer relationships – contract IVD	2,973		5	With-and-without
Customer backlog – biopharma	2,736		4	Multi-period excess earnings
Customer backlog – contract IVD	4,520		4	Multi-period excess earnings
Total	$	60,303

The amortization expense for all acquired intangible assets will be recognized on a straight-line basis and recorded within intangible asset amortization.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The HalioDx Acquisition resulted in the recognition of $248.8 million of goodwill which the Company believes consists primarily of expanded market and product opportunities, including new areas of testing, as well as the potential manufacturing of the Company's product offerings for international markets. Goodwill created as a result of the HalioDx Acquisition is not deductible for tax purposes. The HalioDx Acquisition allows the Company to continue to develop and further enhance its business as a global diagnostics company and continues the Company’s ability to inform the diagnosis and treatment decisions related to cancer. The HalioDx portfolio complements and expands the existing business and allows for vertical integration through the addition of manufacturing capabilities for the Company’s test kits.

In connection with the HalioDx acquisition, a net deferred tax liability was assumed with a fair value of $7.4 million which primarily relates to future intangible asset amortization which is not deductible for income tax purposes.

The Company also granted RSUs to new employees who joined the Company in connection with the HalioDx Acquisition with a fair value of $16.5 million, net of estimated forfeitures. As the number of shares that are expected to be issued is fixed, the awards are equity-classified. The RSUs vest over four years, subject to the employees’ continuous service. During the year ended December 31, 2021, the Company recorded $3.5 million in stock-based compensation expense which includes $2.0 million related to one employee whose continuing services were deemed non-substantive.

Decipher Biosciences

On March 12, 2021, the Company acquired 100% of the equity interests of Decipher Biosciences, a privately-held company developing diagnostic tests in urologic cancers, for approximately $594.7 million, comprised of approximately $550.5 million in the form of upfront cash consideration and the remainder in cash payable post-acquisition of which $43.8 million was paid prior to June 30, 2021 (the "Decipher Acquisition"). The Company incurred approximately $10.6 million of transaction costs related to the acquisition of Decipher Biosciences which were recorded as general and administrative expense during the year ended December 31, 2021.

In connection with the Decipher Acquisition, certain of Decipher Biosciences' equity awards that were outstanding and unvested prior to the Decipher Acquisition became fully vested per the terms of the merger agreement. The acceleration of vesting required the Company to allocate the fair value of the historical Decipher Biosciences’ employee stock awards attributable to pre-combination service to the purchase price and the remaining amount was considered the Company's nonrecurring post-combination expense. In March 2021, the Company recognized nonrecurring post-combination expense related to the acceleration and cash settlement of unvested historical Decipher Biosciences’ employee stock awards of $25.1 million, all of which was recorded as general and administrative expense during the quarter ended March 31, 2021.

The Company included the financial results of Decipher Biosciences in its consolidated financial statements from the acquisition date, which contributed $65.9 million and $18.2 million of revenue and operating income, respectively, during the year ended December 31, 2021.

The following table summarizes the purchase price and nonrecurring post-combination compensation expense recorded as a part of the Decipher Acquisition (in thousands):


	Purchase Price		Nonrecurring Post-Combination Compensation Expense
Upfront cash consideration	$	550,515	$	270
Liabilities incurred	44,179		24,809
Total	$	594,694	$	25,079

assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands):


Cash and cash equivalents	$	19,782
Accounts receivable	7,562
Supplies inventory	1,641
Prepaids and other current assets	778
Property and equipment, net	1,737
Right-of-use assets, operating lease	7,601
Finite-lived intangible assets	94,000
Indefinite-lived intangible assets	7,300
Restricted cash	146
Other assets	3,075
Total identifiable assets acquired	143,622
Accounts payable	(2,351)
Accrued liabilities	(4,322)
Operating lease obligations (current)	(1,241)
Operating lease obligations, net of current portion	(4,540)
Deferred tax liability	(4,740)
Net identifiable assets acquired	126,428
Goodwill	468,266
Total purchase price	$	594,694

Based on the guidance provided in ASC 805, the Company accounted for the acquisition of Decipher Biosciences as a business combination in which the Company determined that Decipher Biosciences was a business which combines inputs and processes to create outputs, and substantially all of the fair value of gross assets acquired was not concentrated in a single identifiable asset or group of similar identifiable assets.

The Company's purchase price allocation for the Decipher Acquisition is preliminary and subject to revision as additional information about the fair value of the assets and liabilities becomes available. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. Primary areas that are not yet finalized are related to accounts receivable, and goodwill. Additional information that existed as of the closing date but not known at the time of this filing may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the closing date.

During the year ended December 31, 2021, the Company recorded certain measurement period adjustments due to new information becoming available pertaining to the valuation of accounts receivable and certain other assets. These adjustments were recorded as decreases to goodwill and did not impact the consolidated statements of operations. One of these adjustments relates to cash collections of accounts receivable that existed as of the acquisition date exceeding the initial fair value of accounts receivable recorded on the acquisition date by $1.8 million.

The intangible assets acquired are two IPR&D assets, developed technology, and trade names. Additionally, the Company identified an off-market lease and an intangible asset of $1.8 million is included in operating lease assets which will be amortized over the remaining lease term.

The estimated fair value of the IPR&D is determined using the multi-period excess earnings method which calculates the present value of the estimated revenues and net cash flows derived from the IPR&D once the technologies are developed. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the intangible assets are placed in service the Company will determine a useful life. If the IPR&D is abandoned or determined to be impaired, the carrying value will be expensed.

The fair value of the finite-lived intangible assets was estimated as follows: (i) the developed technology of $90.0 million was based on a multi-period excess earnings method, and (ii) the trade names of $4.0 million was based on the relief from royalty method. The estimated useful life for the developed technology is 10 years, and the estimated useful life for the trade names is five years. The amortization expense related to finite-lived intangible assets is recorded within the intangible asset amortization financial statement line item.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The Decipher Acquisition resulted in the recognition of $468.3 million of goodwill which the Company believes consists primarily of expanded market and product opportunities, including new areas of genomic testing, as well as the potential expansion of the Company's product offerings in international markets. Furthermore, the acquisition of Decipher Biosciences bolsters the Company's presence to seven of the ten most common cancers impacting patients in the United States, which in turn enhances the Company’s overall prominence in the genomic testing arena. Goodwill created as a result of the Decipher Acquisition is not deductible for tax purposes. The Decipher Acquisition advances the Company's objective to improve the lives of patients through innovations in genomic technology tailored for diagnostic, prognostic, and treatment decisions related to urologic cancers.

We recorded an income tax benefit primarily due to net deferred tax liabilities assumed in connection with the Decipher Acquisition, which provided a future source of income to support the realization of our deferred tax assets and resulted in a release of $3.5 million in the Company's valuation allowance.

Exclusive License to NanoString Diagnostics Platform

On December 3, 2019, the Company executed an agreement with NanoString for the exclusive global diagnostics license to the nCounter Analysis System, the Prosigna breast cancer prognostic gene signature assay, and the LymphMark lymphoma subtyping assay. The strategic transaction positioned the Company to expand its genomic diagnostics business globally, with the ability to deliver its advanced genomic tests to physicians and their patients via hospital and clinical laboratories throughout the European Union and other parts of the world. The Company has accounted for this agreement under ASC 805. Pursuant to the terms of the agreement, Veracyte paid NanoString $40.0 million in cash and $10.0 million in Veracyte common stock, and may pay up to an additional $10.0 million in cash, contingent upon the commercial launch of Veracyte diagnostic tests for use on the platform. This contingency was valued at $6.1 million as of the acquisition date, recorded as a liability, and will be remeasured to fair value at each reporting date until the contingent consideration is settled. As of December 31, 2021, this contingency was remeasured to $8.4 million with the corresponding change included in general and administrative expense in the Company's consolidated statements of operations.

Assets acquired are recorded based on valuations derived from estimated fair value assessments and assumptions used by the Company. While the Company believes that its estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and the resulting amount of goodwill. The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands of dollars):


Prosigna product technology	$	4,120
Prosigna customer relationships	2,430
nCounter Dx license	46,880
LymphMark product technology	990
Total identifiable intangible assets acquired	54,420
Goodwill	1,668
Net assets acquired	$	56,088

Identifiable acquisition-related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized, as follows:


			Estimated Useful life (In Years)
Prosigna product technology			15
Prosigna customer relationships			5
nCounter Dx license			15
LymphMark product technology			7

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. This acquisition includes $1.7 million of goodwill which the Company believes consists principally of the organized workforce that will help the Company execute its strategic plans in relation to the assets acquired. As of December 31, 2021, goodwill is not deductible for tax purposes, however, if contingent consideration is paid at a future date, the portions of contingent consideration paid and allocated to the intangible assets for tax purposes will be tax deductible.

Supplemental Pro Forma Information (unaudited)

The unaudited pro forma financial information in the table below summarizes the combined results of operations for Veracyte, Decipher Biosciences and HalioDx as though the companies had been combined as of January 1, 2020. The pro forma amounts have been adjusted for:

•day 1 expense related to the accelerated vesting of unvested legacy Decipher Biosciences and HalioDx equity awards,

•transaction expenses incurred by Decipher Biosciences, HalioDx and us,

•lease expense resulting from the fair value adjustments to the operating lease obligation and operating lease asset for both Decipher Biosciences and HalioDx,

•depreciation expense resulting from the fair value adjustments to fixed asset for both Decipher Biosciences and HalioDx,

•amortization expense resulting from the acquired intangible assets for both Decipher Biosciences and HalioDx,

•the elimination of historical interest expense incurred on debt and debt-like items for both Decipher Biosciences and HalioDx,

•income tax benefits resulting from the deferred tax liabilities acquired related to Decipher Biosciences, and

•compensation expense recognized in relation to the equity awards granted in connection with both acquisitions.

The following unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved as if the acquisitions had taken place as of January 1, 2020 (in thousands):


	Year Ended December 31,
	2021		2020
Total revenues	$	245,930	$	177,630
Net loss	$	(36,000)	$	(122,203)

Related Party Transactions

Members of Veracyte's board of directors, Dr. Tina S. Nova, Ph.D. and Dr. Robert S. Epstein, M.D., M.S., served on the board of directors of Decipher Biosciences prior to the acquisition, with Dr. Nova additionally serving as President and Chief Executive Officer of Decipher Biosciences. Pursuant to Veracyte's related party transactions policy, Dr. Nova and Dr. Epstein recused themselves from all discussions of its board of directors related to the Decipher Acquisition, and the Decipher Acquisition was approved by each of the non-interested members of the board of directors. In connection with the Decipher Acquisition, certain Decipher Biosciences equity awards held by Dr. Nova and Dr. Epstein were fully-accelerated and certain incentive bonus payments were made to Dr. Nova pursuant to a management incentive plan established by the Decipher Biosciences board of directors, resulting in payments of approximately $26.5 million and $1.4 million to each of them,

respectively. Dr. Nova resigned from Veracyte’s board of directors and now serves as Veracyte's President, CLIA US. Dr. Epstein continues to serve on Veracyte’s board of directors.

Balance Sheet Components

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Components

Property and Equipment, Net

Property and equipment consisted of the following (in thousands of dollars):


	December 31,
	2021		2020
Leasehold improvements	$	8,607	$	6,863
Laboratory equipment	17,533		10,643
Computer equipment	2,311		1,783
Software, including software developed for internal use	4,627		3,793
Furniture and fixtures	2,502		1,544
Construction-in-process	999		761
Total property and equipment, at cost	36,579		25,387
Accumulated depreciation and amortization	(21,481)		(16,397)
Total property and equipment, net	$	15,098	$	8,990

Depreciation and amortization expense was $3.6 million, $2.8 million and $2.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Intangible Assets, Net

Finite-live intangible assets consisted of the following (in thousands of dollars):


	December 31, 2021						December 31, 2020						Weighted Average Amortization Period (Years)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Percepta product technology	$	16,000	$	(7,200)	$	8,800	$	16,000	$	(6,133)	$	9,867	15
Prosigna product technology	4,120		(572)		3,548		4,120		(298)		3,822		15
Prosigna customer relationships	2,430		(1,013)		1,417		2,430		(526)		1,904		5
nCounter Dx license	46,880		(6,511)		40,369		46,880		(3,386)		43,494		15
LymphMark product technology	990		(295)		695		990		(153)		837		7
Decipher product technology	90,000		(7,234)		82,766		—		—		—		10
Decipher trade names	4,000		(643)		3,357		—		—		—		5
HalioDx developed technology	45,640		(1,877)		43,763		—		—		—		10
HalioDx customer relationships	4,870		(352)		4,518		—		—		—		6
HalioDx customer backlog	6,908		(710)		6,198		—		—		—		4
Total finite lived intangibles	221,838		(26,407)		195,431		70,420		(10,496)		59,924		10.9
In-process research and development	7,300		—		7,300		—		—		—
Total intangible assets	$	229,138	$	(26,407)	$	202,731	$	70,420	$	(10,496)	$	59,924

Amortization of the finite-lived intangible assets is recognized on a straight-line basis. Amortization of $16.0 million, $5.1 million and $1.4 million was recognized for the years ended December 31, 2021, 2020, and 2019, respectively.

The estimated future aggregate amortization expense as of December 31, 2021 is as follows (in thousands of dollars):


Year Ending December 31,	Amounts
2022	$	22,043
2023	22,042
2024	22,002
2025	20,846
2026	18,941
Thereafter	89,557
Total	$	195,431

Goodwill

The changes in the carrying amounts of goodwill were as follows (in thousands of dollars):


	Amounts
Balance as of December 31, 2020	$	2,725
Goodwill acquired - Decipher Biosciences	468,266
Goodwill acquired - HalioDx	248,814
Effect of foreign currency translation on Goodwill acquired - HalioDx	(11,901)
Balance as of December 31, 2021	$	707,904

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands of dollars):


	December 31,
	2021		2020
Accrued compensation expense	$	30,792	$	9,201
Accrued other	8,683		2,504
Total accrued liabilities	$	39,475	$	11,705

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The Company records its financial assets and liabilities at fair value. The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The accounting guidance for fair value provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

•Level I: Inputs which include quoted prices in active markets for identical assets and liabilities;

•Level II: Inputs other than Level I 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; and

•Level III: 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 fair value of the Company's financial assets includes money market funds, time deposits and deposits for leases of the Company's facilities. Money market funds, included in cash and cash equivalents in the accompanying consolidated balance sheets, was $159.2 million and $346.8 million as of December 31, 2021 and 2020, respectively, and are Level I assets as described above. Included in prepaid expenses and other current assets as of December 31, 2021 were time deposits with a bank valued at amortized cost of $4.0 million, which approximates fair value, and are Level II assets as described above. The deposits for the leases, included in restricted cash, was $749,000 and $603,000 as of December 31, 2021 and 2020, respectively, and are Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the years ended December 31, 2021, 2020, and 2019.

The fair value of the contingent consideration in Note 4. Business Combination, associated with the agreement with NanoString on December 3, 2019, includes inputs that are not observable in the market and thus represents a Level III financial liability. The estimation of the fair value of the contingent consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related milestones would be achieved, discounted using the Company's estimated borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones, and the estimates of the borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of December 31, 2021 and 2020, this contingency was remeasured to $8.4 million and $7.6 million, respectively. with the corresponding changes included in general and administrative expense. For the years ended December 31, 2021, 2020, and 2019 expenses of $0.8 million, $1.5 million and zero, respectively, were recorded in general and administrative expense for the changes in carrying value. As of December 31, 2021, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result, $2.7 million of the contingent consideration is included in short term liabilities at December 31, 2021. As of December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs:


			Value or Range
Unobservable input			(Weighted-Average)
Discount rate			5.9%
Probability of achievement			80% - 100% (94%)

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company leases office and laboratory facilities in South San Francisco and San Diego, California; Austin, Texas; Marseille, France; and Richmond, Virginia, and leases certain equipment under various non-cancelable lease agreements. The lease terms extend to October 2030 and contain extension of lease term and expansion options. The leases have a weighted average remaining lease term of 4.8 years as of December 31, 2021. The Company had deposits of $749,000 and $603,000 included in long-term assets as of December 31, 2021 and 2020, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby letters of credit held as security for the leases

The Company determined its operating lease liabilities using payments through their current expiration dates and a weighted average discount rate of 6.4% based on the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments in a similar economic environment. Operating lease liabilities along with the associated right-of-use assets are disclosed in the accompanying consolidated balance sheets. After the adoption of ASC 842, Leases, the Company classified its deferred rent for tenant improvements with its operating lease right-of-use assets on the

consolidated balance sheets. In connection with the acquisition of Decipher Biosciences, the Company identified certain off-market rate leases and has estimated an intangible asset of $1.8 million which is included in operating lease assets and will be amortized over the remaining lease term. See Note 4 for more information on the acquisition of Decipher Biosciences.

Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands of dollars):


Year Ending December 31,	Amounts
2022	$	4,356
2023	4,420
2024	4,414
2025	4,484
2026	1,404
Thereafter	1,580
Total future minimum lease payments	20,658
Less: amount representing interest	2,932
Present value of future lease payments	17,726
Less: short-term lease liabilities	3,630
Long-term lease liabilities	$	14,096

The Company recognizes operating lease expense on a straight-line basis over the non-cancelable lease period. The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Operating lease expense	$	3,503	$	1,889	$	1,899
Cash paid for amounts included in the measurement of lease liabilities	$	3,650	$	2,332	$	2,227

The company has leased laboratory equipment under various financing leases. The total right-of-use assets and total financing lease liabilities for these financing leases were $0.7 million and $0.6 million, respectively, as of December 31, 2021, and are included in property and equipment, net and other liabilities in the accompanying consolidated balance sheets.

As of December 31, 2021, the Company’s wholly owned foreign subsidiary has signed a lease agreement for facilities which will be constructed in Marseille, France. The lease will commence upon completion of the construction of the office building which the Company currently expects to occur in the fourth quarter of 2023 at which time the Company will record a lease liability and a corresponding ROU asset. The initial term of the lease will be twelve years with annual rent of approximately $1.4 million, which is subject to change based on final construction.

Supplies Purchase Commitments

The Company had non-cancelable purchase commitments with suppliers to purchase a minimum quantity of supplies for approximately $16.1 million at December 31, 2021.

Contingencies

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, either individually or in the aggregate, a material impact on the Company's consolidated financial statements.

Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

Loan and Security Agreement

On November 3, 2017, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Silicon Valley Bank. The Loan and Security Agreement allows the Company to borrow up to $35.0 million, with a $25.0 million advance term loan (the “Term Loan Advance”) and a revolving line of credit of up to $10.0 million (the “Revolving Line of Credit”). The Term Loan Advance was advanced upon the closing of the Loan and Security Agreement and was used to pay the outstanding balance of the Company’s existing long-term debt, which was canceled at that date. The Company had not drawn on the Revolving Line of Credit as of December 31, 2021. Borrowings under the Loan and Security Agreement mature on October 1, 2022. Amounts may be borrowed and repaid under the Revolving Line of Credit up until the earliest of full repayment or maturity of the Loan and Security Agreement, termination of the Loan and Security Agreement, or October 1, 2022.

The Term Loan Advance bears interest at a variable rate equal to (i) the thirty-day U.S. London Interbank Offer Rate (“LIBOR”) plus (ii) 4.20%, with a minimum rate of 5.43% per annum. Principal amounts outstanding under the Revolving Line of Credit bear interest at a variable rate equal to (i) LIBOR plus (ii) 3.50%, with a minimum rate of 4.70% per annum.

The Company may prepay the outstanding principal amount under the Term Loan Advance plus accrued and unpaid interest and, if the Term Loan Advance is repaid in full, a prepayment premium of $250,000. In 2019 and 2020, the Company prepaid $24.9 million and $0.1 million, respectively, of the principal amount of the Term Loan Advance. These prepayments did not trigger any prepayment premium because they were partial, not full, repayments of the principal amount. If the Loan and Security Agreement is terminated before maturity, then a termination fee equal to 1% of the Revolving Line of Credit, or $0.1 million, will be due.

In addition, a final payment on the Term Loan Advance in the amount of $1.2 million is due upon the earlier of the maturity date of the Term Loan Advance or its payment in full. The Loan and Security Agreement contains customary representations, warranties, and events of default, as well as affirmative and negative covenants. As of December 31, 2021, the Company was in compliance with the loan covenants. The Company’s obligations under the Loan and Security Agreement are secured by substantially all of its assets (excluding intellectual property), subject to certain customary exceptions.

As of December 31, 2021 and 2020, the net debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars):


	December 31,
	2021		2020
Debt principal	$	—	$	—
End-of-term debt obligation	1,026		810
Net debt obligation	$	1,026	$	810

As of December 31, 2021, the principal balance outstanding was one dollar. Future principal and end-of-term debt obligation payments due under the Loan and Security Agreement total $1.2 million and are due in 2022. As of December 31, 2021 and 2020, the accrued interest payable under the Loan and Security Agreement was immaterial.

The end-of-term debt obligation accretes over the term of the Loan and Security Agreement until maturity and is included in interest expense in the Company's consolidated statements of operations.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Stockholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Stockholders' Equity

Common Stock

The Company's Restated Certificate of Incorporation authorizes the Company to issue 125,000,000 shares of common stock with a par value of $0.001 per share. The holder of each share of common stock shall have one vote for each share of stock. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and when declared by the Board of Directors, subject to the prior rights of holders of all series of convertible preferred stock outstanding. No dividends have been declared as of December 31, 2021.

As of December 31, 2021 and 2020, the Company had reserved shares of common stock for issuance as follows:


	December 31,
	2021	2020
Stock options and restricted stock units issued and outstanding	4,892,164	4,867,303
Stock options and restricted stock units available for grant under stock option plans	4,418,364	3,061,589
Common stock available for the Employee Stock Purchase Plan	1,490,130	1,571,395
Total	10,800,658	9,500,287

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

Stock Incentive Plans

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock Incentive Plans

Stock Plans

In February 2008, the Company adopted the 2008 Stock Plan (the "2008 Plan"). The 2008 Plan provides for the granting of options to purchase common stock and common stock to employees, directors and consultants of the Company. The Company may grant incentive stock options, or ISOs, non-statutory stock options, or NSOs, or restricted stock under the 2008 Plan. ISOs may only be granted to Company employees (including directors who are also considered employees). NSOs and restricted stock may be granted to Company employees, directors and consultants. Options may be granted for terms of up to ten years from the date of grant, as determined by the Board of Directors, provided however, that with respect to an ISO granted to a person who owns stock representing more than 10% of the voting power of all classes of stock of the Company, the term shall be for no more than five years from the date of grant. The exercise price of options granted must be at a price no less than 100% of the estimated fair value of the shares on the date of grant, as determined by the Board of Directors, provided however, that with respect to an ISO granted to an employee who at the time of grant of such option owns stock representing more than 10% of the voting power of all classes of stock of the Company, the exercise price shall not be less than 110% of the estimated fair value of the shares on the date of grant.

In October 2013, the Company adopted the 2013 Stock Incentive Plan (the "2013 Plan"). The 2013 Plan was subsequently approved by the Company's stockholders and became effective on November 4, 2013, immediately before the closing of the Company's initial public offering, or IPO. Following the effectiveness of the 2013 Plan, no additional options were granted under the 2008 Plan. An aggregate of 1,700,000 shares were initially reserved for issuance under the 2013 Plan. In addition, to the extent that any awards outstanding or subject to vesting restrictions under the 2008 Plan are subsequently forfeited or terminated for any reason before being exercised or settled, the shares of common stock reserved for issuance pursuant to such awards as of the closing of the IPO will become available for issuance under the 2013 Plan. The remaining shares available for grant under the 2008 Plan became available for issuance under the 2013 Plan upon the closing of the IPO. On the first day of each year from 2014 to 2023, the 2013 Plan authorizes an annual increase of the lesser of 4% of outstanding shares on the last day of the immediately preceding fiscal year or a lesser amount as determined by the Company's Board of Directors. As of December 31, 2021, 4,418,364 shares were available for future issuance under the 2013 Plan.

Pursuant to the 2013 Plan, stock options, restricted shares, stock units, including RSUs and stock appreciation rights may be granted to employees, consultants, and outside directors of the Company. Options granted may be either ISOs or NSOs.

Stock options are governed by stock option agreements between the Company and recipients of stock options. ISOs and NSOs may be granted under the 2013 Plan at an exercise price of not less than 100% of the fair market value of the common stock on the date of grant, determined by the Compensation Committee of the Board of Directors. Options become exercisable and expire as determined by the Compensation Committee, provided that the term of ISOs may not exceed ten years from the date of grant. Stock option agreements may provide for accelerated exercisability in the event of an optionee's death, disability, or retirement or other events.

Stock units are governed by stock unit agreements between the Company and recipients of stock units. Stock units may be granted under the 2013 Plan and the number of stock units awarded are determined by the Compensation Committee of the Board of Directors. Stock units vest and expire as determined by the Compensation Committee. Stock unit agreements may provide for accelerated vesting in the event of a stock unit holder's death, disability, or retirement or other events.

Beginning in 2021, any outside director who was not previously an employee and who first joins the Company's Board of Directors on or after the effective date of the 2013 Plan will be automatically granted RSUs valued on the grant date at $600,000. The RSUs will vest as to one-third of those shares on each of the first, second and third annual anniversaries of the date of grant. On the first business day after each annual meeting of stockholders, each non-employee director who continues to serve on our board of directors and who has served as a director for at least six months will be automatically granted RSUs valued on the grant date at $300,000. The RSUs will vest in full on the first anniversary of the date of grant or, if earlier, the date of the next annual meeting of stockholders. In 2020 and prior years, any outside director who was not previously an employee and who first joined the Company's Board of Directors on or after the effective date of the 2013 Plan was automatically granted an initial NSO to purchase 35,000 shares of common stock upon first becoming a member of the Board of Directors. The shares subject to the initial option will vest and become exercisable one-third each of the first, second and third annual anniversaries of the date of grant. On the first business day after each regularly scheduled annual meeting of stockholders, each outside director who was not elected to the Board of Directors for the first time at such meeting and who will continue serving as a member of the Board of Directors thereafter was automatically granted an option to purchase 10,000 shares of common stock, provided that the outside director had served on the Board of Directors for at least six months. Each annual option vested and became exercisable on the first anniversary of the date of grant, or immediately prior to the next regular annual meeting of the Company's stockholders following the date of grant if the meeting occurred prior to the first anniversary date. The options granted to outside directors have a per share exercise price equal to 100% of the fair market value of the underlying shares on the date of grant. These RSUs and options will become fully vested in the event of a change in control. In addition, such options will terminate on the earlier of (i) the day before the 10th anniversary of the date of grant or (ii) the date 12 months after the termination of the outside director's service for any reason.

The following table summarizes activity under the Company's stock incentive plans (aggregate intrinsic value in thousands):


	Shares Available for Grant	Stock Options Outstanding and Unvested Stock Units	Weighted Average Exercise Price of Stock Options		Weighted Average Remaining Contractual Life of Stock Options (Years)	Aggregate Intrinsic Value of Stock Options
Balance—December 31, 2020	3,061,589	4,867,303	$	15.14	6.98	$	135,879
Additional shares authorized	2,328,021	—
Granted - stock options	(677,851)	677,851	46.85
Granted - restricted stock units	(1,168,896)	1,168,896
Canceled	713,175	(713,175)	18.89
Exercised	—	(712,588)	12.88
Restricted stock units vested	—	(396,123)
Tax portion of restricted stock units vested	162,326	—
Balance—December 31, 2021	4,418,364	4,892,164	$	19.87	6.16	$	78,914

Options vested and exercisable—December 31, 2021		2,391,848	$	12.67	5.02	$	68,246
Options vested and expected to vest—December 31, 2021		3,379,118	$	19.10	6.04	$	77,946

The aggregate intrinsic value was calculated as the difference between the exercise price of the options to purchase common stock and the fair market value of the Company's common stock, which was $41.20 and $48.94 per share as of December 31, 2021 and 2020, respectively.

The weighted average fair value of options to purchase common stock granted was $23.45, $12.97 and $11.07 for the years ended December 31, 2021, 2020 and 2019, respectively.

The aggregate estimated grant date fair value of employee options to purchase common stock vested during the years ended December 31, 2021, 2020 and 2019 was $7.8 million, $7.3 million and $4.4 million, respectively.

The intrinsic value of stock options exercised was $24.0 million, $32.9 million and $31.3 million for the years ended December 31, 2021, 2020 and 2019, respectively.

The weighted average fair value of RSUs granted was $46.41 and $27.09 for the years ended December 31, 2021, and 2020, respectively. The intrinsic value of RSUs vested was $21.7 million and $10.3 million for the years ended December 31, 2021 and 2020, respectively.

Included in RSUs granted for 2021 are PSUs with a grant date fair value of $3.8 million. These PSUs vest based on the achievement of certain performance conditions, subject to the employees’ continued service with the Company. The service period for the PSUs begins in 2022 and as such the expense related to the PSUs will begin in 2022 and will be based on the Company's assessment of the probability of the achievement of the performance condition.

Employee Stock Purchase Plan

In May 2015, the Company's stockholders approved the Company's ESPP. The ESPP provides eligible employees with an opportunity to purchase common stock from the Company and to pay for their purchases through payroll deductions. The ESPP will be implemented through a series of offerings of purchase rights to eligible employees. Under the ESPP, the Compensation Committee of the Company's Board of Directors may specify offerings with a duration of not more than 12 months and may specify shorter purchase periods within each offering. During each purchase period, payroll deductions will accumulate, without interest. On the last day of the purchase period, accumulated payroll deductions will be used to purchase common stock for employees participating in the offering.

The purchase price will be specified pursuant to the offering, but cannot, under the terms of the ESPP, be less than 85% of the fair market value per share of the Company's common stock on either the offering date or on the purchase date, whichever is less.

The Company's Board of Directors has determined that the purchase periods initially shall have a duration of six months, that the first purchase period began on August 3, 2015, and that the purchase price will be 85% of the fair market value per share of the Company's common stock on either the offering date or the purchase date, whichever is less. The length of the purchase period applicable to U.S. employees and the purchase price may not be changed without the approval of the independent members of the Compensation Committee of the Company's Board of Directors. The Compensation Committee has determined that if the fair market value of a share of the Company's common stock on any purchase date within a particular offering period is less than the fair market value on the start date of that offering period, then the offering period will automatically terminate and the employees in that offering period will automatically be transferred and enrolled in a new offering period which will begin on the next day following such purchase date.

No employee is permitted to accrue, under the ESPP, a right to purchase stock of the Company having a value in excess of $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year. As of December 31, 2021, 1,490,130 shares of common stock were reserved for issuance under the ESPP.

Stock-based Compensation

The following table summarizes stock-based compensation expense related to stock options, RSUs and the ESPP for the years ended December 31, 2021, 2020 and 2019, and are included in the consolidated statements of operations as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Cost of testing revenue	$	640	$	369	$	277
Research and development	4,636		2,690		1,856
Selling and marketing	4,390		3,474		2,938
General and administrative	12,853		6,462		4,736
Total stock-based compensation expense	$	22,519	$	12,995	$	9,807

As of December 31, 2021, the Company had $52.1 million of unrecognized compensation expense related to unvested stock options and RSUs, which is expected to be recognized over an estimated weighted-average period of 2.5 years.

The estimated grant-date fair value of stock options was calculated using the Black-Scholes option-pricing model, based on the following assumptions.

•Expected Term: The expected term represents the period that the options granted are expected to be outstanding. During 2021 and 2020 it was determined using the Company's historical data and during prior years it was determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term).

•Expected Volatility: During 2021 and 2020, the Company used the historical volatility of its common stock. For prior years, the Company used an average historical stock price volatility of comparable public companies as the Company did not have sufficient trading history for its common stock.

•Risk-Free Interest Rate: The Company based the risk-free interest rate over the expected term of the options based on the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant.

•Expected Dividend Yield: The Company has not paid and does not anticipate paying any dividends in the near future. Therefore, the expected dividend yield was zero.

The estimated grant-date fair value of employee stock options using the Black-Scholes option-pricing model was based on the following assumptions:


	Year Ended December 31,
	2021	2020	2019
Weighted-average volatility	56.83 - 60.48%	54.40 - 58.20%	52.90 - 53.40%
Weighted-average expected term (years)	5.05 - 5.25	5.24 - 5.42	5.50 - 6.08
Risk-free interest rate	0.40 - 1.21%	0.24 - 0.92%	1.90 - 2.60%
Expected dividend yield	—	—	—

The estimated grant date fair value of the ESPP shares was calculated using the Black-Scholes option-pricing model, based on the following assumptions:


	Year Ended December 31,
	2021	2020	2019
Weighted-average volatility	62.03 - 80.70%	54.16 - 85.01%	53.38 - 71.77%
Weighted-average expected term (years)	0.50 - 1.00	0.50 - 1.00	0.50 - 1.00
Risk-free interest rate	0.06 - 0.08%	0.11 - 1.56%	1.88 - 2.56%
Expected dividend yield	—	—	—

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The Company generated a pre-tax loss of $81.6 million, $34.9 million and $12.6 million in the United States for the years ended December 31, 2021, 2020 and 2019, respectively. Starting in 2020, the Company began generating pre-tax loss outside the United States. Pre-tax loss has been recorded in the following jurisdictions for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
United States	$	(68,707)	$	(34,909)	$	(12,599)
Foreign	(12,942)		—		—
Total	$	(81,649)	$	(34,909)	$	(12,599)

The Company recorded an income tax benefit in 2021 of $6.1 million primarily due to the release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities upon acquisition of Decipher Biosciences and a provision benefit recorded on the current year loss of HalioDx French entity that has no valuation allowance.

The Company recorded no provision for income taxes during the years ended December 31, 2020 and 2019. The components of the benefit for income taxes are as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	63		—		—
Foreign	54		—		—
Total current	117		—		—
Deferred:
Federal	(3,526)		—		—
State	(508)		—		—
Foreign	(2,169)		—		—
Total deferred	(6,203)		—		—
Total income tax benefit	$	(6,086)	$	—	$	—

The Company follows FASB ASC No. 740, Income Taxes for the Computation and Presentation of its Tax Provision. 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 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
U.S. federal taxes at statutory rate	$	(17,146)	$	(7,302)	$	(2,632)
State tax (net of federal benefit)	(1,609)		(1,794)		(828)
Foreign rate differential	674		1		—
Non deductible officers' compensation	3,055		1,443		439
Transaction costs	2,255		—		—
Permanent differences	59		131		221
Stock based compensation - excess benefit	(5,687)		(4,881)		(4,366)
Tax credits	(714)		(588)		(996)
Change in valuation allowance	13,027		12,990		8,162
Total	$	(6,086)	$	—	$	—

Deferred income taxes reflect the net 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 and liabilities are as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Deferred tax assets:
Net operating loss carryforwards	$	133,492	$	68,113	$	56,506
Research and development credits	7,926		6,167		5,579
Stock-based compensation	3,760		2,696		2,246
NanoString intangibles and goodwill	1,244		908		380
Operating lease liability	4,327		2,826		3,068
Accruals and other	7,099		2,623		2,610
Gross deferred tax assets	157,848		83,333		70,389
Valuation allowance	(120,586)		(78,650)		(65,228)
Net deferred tax assets	37,262		4,683		5,161
Deferred tax liabilities:
Property and equipment	(219)		(334)		(471)
Other acquired intangibles	(34,823)		—		—
In-process research and development	(3,892)		(2,423)		(2,597)
ROU assets	(3,920)		(1,926)		(2,093)
Gross deferred tax liabilities	(42,854)		(4,683)		(5,161)
Net deferred tax liabilities	(42,854)		(4,683)		(5,161)
Net deferred taxes	$	(5,592)	$	—	$	—

The Company records net deferred tax assets to the extent it is more likely than not that the assets will be realized. In making such determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding realization of such assets. The valuation allowance increased $41.9 million, $13.4 million and $9.9 million during the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, the Company had net operating loss carryforwards of approximately $437.1 million, $87.6 million and $133.1 million available to reduce future taxable income, if any, for federal, California and other state income tax purposes, respectively. The U.S. federal net operating loss carryforwards will begin to expire in 2026 while for state purposes, the net operating losses begin to expire in 2022.

As of December 31, 2021, the Company had foreign net operating loss carryforwards of approximately $74.7 million and $31.3 million available to reduce future taxable income, if any, for Canadian and French income tax purposes, respectively. The Canada net operating loss carryforwards will begin to expire in 2034, while for French purposes, the net operating losses will carryforward indefinitely.

As of December 31, 2021, the Company had net research and development credit carryforwards of approximately $5.9 million and $5.7 million available to reduce future taxable income, if any, for federal and state income tax purposes, respectively. The federal credit carryforwards begin to expire in 2028. California credits have no expiration date. Other state credit carryforwards begin to expire in 2023.

The Company also had scientific net research and development credit carryforwards of approximately $1.4 million available to reduce future taxable income, if any, for Canadian income tax purposes. The credit carryforwards begin to expire in 2025.

The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credits in the event of an "ownership change" of a corporation. Accordingly, a company's ability to use net operating losses and tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383 ("IRC Section 382"). Events which may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 rules and similar state provisions. In the event the Company has any changes in ownership, net operating losses and research and development credit carryovers could be limited and may expire unutilized.

Uncertain Tax Positions

As of December 31, 2021, the Company had unrecognized tax benefits of $4.5 million, none of which currently would affect the Company's effective tax rate if recognized due to the Company's deferred tax assets being fully offset by a valuation allowance. The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing at December 31, 2021 will significantly increase or decrease within the next 12 months.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Unrecognized tax benefits, beginning of period	$	3,563	$	3,278	$	2,799
Gross increases—tax position in prior period	515		—		—
Gross decreases—tax position in prior period	—		—		—
Gross increases—current period tax position	374		285		479
Lapse of statute of limitations	—		—		—
Unrecognized tax benefits, end of period	$	4,452	$	3,563	$	3,278

It is the Company's policy to include penalties and interest expense related to income taxes as a component of other income (expense), net, and interest expense, respectively, as necessary. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2021.

The Company's major tax jurisdictions are the United States, Canada, California and France. All of the Company's tax years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits pending in the United States. There is an audit in progress in France. Currently, there has not been a basis for reassessment.

Beginning in 2022, the Tax Cuts and Jobs Act eliminates the option to deduct research and development expenditures and requires taxpayers to amortize domestic expenditures over five years and foreign expenditures over fifteen years. While it is possible that Congress may modify or repeal this provision before it becomes effective, the Company has no assurance that these provisions will be modified or repealed. Therefore, based on current assumptions, this could potentially increase the effective tax rate and decrease the Company's cash from operations beginning in 2022. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic. The Company does not expect the provisions of the legislation to have a significant impact on the effective tax rate of the Company.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
401(k) Plan	Employee Benefit Plans 401(k) plan The Company sponsors a 401(k) defined contribution plan covering all employees. Under the plan, participants are entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The Company, at its discretion, may make matching contributions to the 401(k) plan. Employer contributions to the plan were $1.3 million, $0.6 million and $0.5 million for the years ended December 31, 2021, 2020, and 2019, respectively. Pension plan The Company also maintains a defined benefit plan for certain non-U.S. employees of its HalioDx subsidiary. The pension liability is included in other long-term liabilities on the Company's consolidated balance sheets and totaled $1.1 million and zero as of December 31, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-SubTopic 20
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Components of Other Income, net

12 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Components of Other Income, net

Other income, net consists of the following (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
French research tax credits	$	1,535	$	—	$	—
Interest and dividend income	135		594		3,025
Interest expense	(241)		(229)		(677)
Gain (loss) on currency revaluation	(1,081)		56		—
Other	(94)		59		180
Total	$	254	$	480	$	2,528

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of PresentationThe Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

Concentrations of Credit Risk and Other Risks and Uncertainties

realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency denominated accounts.

Cash Equivalents

Cash EquivalentsThe Company considers demand deposits in a bank, money market funds and highly liquid investments with an original maturity of 90 days or less to be cash equivalents.

Restricted Cash

Acquisitions

Equity Investments

Equity Investment

Property and Equipment

Finite-lived Intangible Assets

Indefinite-lived Intangible Assets

Goodwill

Fair Value of Financial Instruments

Revenue Recognition and Cost of Revenue

Revenue Recognition

Testing Revenue

Product Revenue

Biopharmaceutical and Other Revenue

Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Development services	$	10,387	$	2,123	$	1,000
Collaboration milestones	4,000		—		4,000
Provision of data	1,876		1,545		7,090
Milestones	350		1,000		—
Development rights	—		1,000		—
Contract manufacturing	2,872		—		—
Contract testing	383		—		—
Total	$	19,868	$	5,668	$	12,090

Cost of Testing Revenue

Cost of Product Revenue

Cost of Biopharmaceutical and Other Revenue

Research and Development

Research and DevelopmentResearch and development expenses include expenses incurred to develop the Company's technology, collect clinical samples and conduct clinical studies to develop and support its products. These expenses consist of compensation expenses, direct research and development expenses such as prototype materials, laboratory supplies and costs associated with setting up and conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other miscellaneous expenses and allocation of facility and information technology expenses. The Company expenses all research and development costs in the periods in which they are incurred.

Income Taxes

Stock-based Compensation

Net Loss per Common Share

French Research Tax Credits

Foreign Currency Translation

effect during the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in other income, net, on the consolidated statements of operations.

Segment Reporting

Revenue by geographic region based on the customer billing address was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
United States	$	200,982	$	109,614	$	119,153
International	18,532		7,869		1,215
Total revenue	$	219,514	$	117,483	$	120,368

Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2021 and 2020.

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Third-party Payers as a Percentage of Total

The Company's total third-party payers and other customers in excess of 10% of revenue and their related revenue as a percentage of total revenue were as follows:


	Year Ended December 31,
	2021		2020		2019
Medicare	30	%	24	%	26	%
UnitedHealthcare	10	%	11	%	11	%
	40	%	35	%	37	%


	As of December 31,
	2021		2020
Medicare	12	%	13	%
UnitedHealthcare	9	%	12	%

Schedule of Revenue

Revenues included in biopharmaceutical and other revenue for the years ended December 31, 2021, 2020 and 2019 were as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Development services	$	10,387	$	2,123	$	1,000
Collaboration milestones	4,000		—		4,000
Provision of data	1,876		1,545		7,090
Milestones	350		1,000		—
Development rights	—		1,000		—
Contract manufacturing	2,872		—		—
Contract testing	383		—		—
Total	$	19,868	$	5,668	$	12,090

Revenue by geographic region based on the customer billing address was as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
United States	$	200,982	$	109,614	$	119,153
International	18,532		7,869		1,215
Total revenue	$	219,514	$	117,483	$	120,368

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Outstanding Common Stock Equivalents Excluded from Diluted Net Loss per Common Share


	Year Ended December 31,
	2021	2020	2019
Shares of common stock subject to outstanding options	3,754,807	4,564,777	5,394,944
Employee stock purchase plan	21,158	21,006	26,124
Restricted stock units	1,106,938	913,562	712,122
Total common stock equivalents	4,882,903	5,499,345	6,133,190

Business Combination (Tables)

12 Months Ended

Dec. 31, 2021

Business Combinations [Abstract]

Schedule of Purchase Price and Nonrecurring Post-compensation Expense

The following table summarizes the purchase price and post-combination compensation expense as a part of the HalioDx Acquisition (in thousands):


	Purchase Price		Post-Combination Compensation Expense
Cash transferred	$	168,357	$	—
Liabilities incurred	4,194		19,904
Common stock transferred	147,089		—
Total	$	319,640	$	19,904

The following table summarizes the purchase price and nonrecurring post-combination compensation expense recorded as a part of the Decipher Acquisition (in thousands):


	Purchase Price		Nonrecurring Post-Combination Compensation Expense
Upfront cash consideration	$	550,515	$	270
Liabilities incurred	44,179		24,809
Total	$	594,694	$	25,079

Schedule of Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the fair values of assets acquired and liabilities assumed in the acquisition of HalioDx at the date of acquisition (in thousands):


Cash and cash equivalents	$	5,938
Accounts receivable	10,793
Supplies inventory	3,610
Prepaids and other current assets	7,045
Property and equipment, net	2,716
Right-of-use assets, financing lease	733
Right-of-use assets, operating lease	2,136
Intangible assets	60,303
Other assets	524
Total identifiable assets acquired	93,798
Accounts payable	(2,645)
Accrued liabilities	(5,627)
Current portion of financing lease liability	(247)
Current portion of operating lease liability	(448)
Long-term debt	(1,171)
Deferred revenue	(3,250)
Financing lease liability, net of current portion	(488)
Operating lease liability, net of current portion	(1,687)
Deferred tax liability	(7,409)
Net identifiable assets acquired	70,826
Goodwill	248,814
Total purchase price	$	319,640

The following table summarizes the fair values of

assets acquired and liabilities assumed through the Company's acquisition of Decipher Biosciences at the date of acquisition (in thousands):


Cash and cash equivalents	$	19,782
Accounts receivable	7,562
Supplies inventory	1,641
Prepaids and other current assets	778
Property and equipment, net	1,737
Right-of-use assets, operating lease	7,601
Finite-lived intangible assets	94,000
Indefinite-lived intangible assets	7,300
Restricted cash	146
Other assets	3,075
Total identifiable assets acquired	143,622
Accounts payable	(2,351)
Accrued liabilities	(4,322)
Operating lease obligations (current)	(1,241)
Operating lease obligations, net of current portion	(4,540)
Deferred tax liability	(4,740)
Net identifiable assets acquired	126,428
Goodwill	468,266
Total purchase price	$	594,694

The following table summarizes the fair values of assets acquired and liabilities assumed at the date of acquisition (in thousands of dollars):


Prosigna product technology	$	4,120
Prosigna customer relationships	2,430
nCounter Dx license	46,880
LymphMark product technology	990
Total identifiable intangible assets acquired	54,420
Goodwill	1,668
Net assets acquired	$	56,088

Schedule of Intangible Assets Acquired

The fair value of our intangible assets acquired as of the acquisition date and the method used to value these assets as well as the estimated economic lives for amortizable intangible assets were as follows (in thousands, except estimated useful life which is in years):


	Fair value		Estimated useful life	Valuation method
Developed technology – diagnostics	$	4,163	10	Multi-period excess earnings
Developed technology – biopharma	42,224		10	Multi-period excess earnings
Developed technology – contract IVD	1,546		10	Multi-period excess earnings
Customer relationships – biopharma	2,141		7	With-and-without
Customer relationships – contract IVD	2,973		5	With-and-without
Customer backlog – biopharma	2,736		4	Multi-period excess earnings
Customer backlog – contract IVD	4,520		4	Multi-period excess earnings
Total	$	60,303

Schedule of Estimated Useful Life for Identifiable Acquisition-Related Intangibles


			Estimated Useful life (In Years)
Prosigna product technology			15
Prosigna customer relationships			5
nCounter Dx license			15
LymphMark product technology			7

Schedule of Supplemental Pro Forma Information


	Year Ended December 31,
	2021		2020
Total revenues	$	245,930	$	177,630
Net loss	$	(36,000)	$	(122,203)

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2021

Balance Sheet Related Disclosures [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following (in thousands of dollars):


	December 31,
	2021		2020
Leasehold improvements	$	8,607	$	6,863
Laboratory equipment	17,533		10,643
Computer equipment	2,311		1,783
Software, including software developed for internal use	4,627		3,793
Furniture and fixtures	2,502		1,544
Construction-in-process	999		761
Total property and equipment, at cost	36,579		25,387
Accumulated depreciation and amortization	(21,481)		(16,397)
Total property and equipment, net	$	15,098	$	8,990

Schedule of Finite-Lived Intangible Assets

Finite-live intangible assets consisted of the following (in thousands of dollars):


	December 31, 2021						December 31, 2020						Weighted Average Amortization Period (Years)
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Percepta product technology	$	16,000	$	(7,200)	$	8,800	$	16,000	$	(6,133)	$	9,867	15
Prosigna product technology	4,120		(572)		3,548		4,120		(298)		3,822		15
Prosigna customer relationships	2,430		(1,013)		1,417		2,430		(526)		1,904		5
nCounter Dx license	46,880		(6,511)		40,369		46,880		(3,386)		43,494		15
LymphMark product technology	990		(295)		695		990		(153)		837		7
Decipher product technology	90,000		(7,234)		82,766		—		—		—		10
Decipher trade names	4,000		(643)		3,357		—		—		—		5
HalioDx developed technology	45,640		(1,877)		43,763		—		—		—		10
HalioDx customer relationships	4,870		(352)		4,518		—		—		—		6
HalioDx customer backlog	6,908		(710)		6,198		—		—		—		4
Total finite lived intangibles	221,838		(26,407)		195,431		70,420		(10,496)		59,924		10.9
In-process research and development	7,300		—		7,300		—		—		—
Total intangible assets	$	229,138	$	(26,407)	$	202,731	$	70,420	$	(10,496)	$	59,924

Schedule of Future Aggregate Amortization Expense

The estimated future aggregate amortization expense as of December 31, 2021 is as follows (in thousands of dollars):


Year Ending December 31,	Amounts
2022	$	22,043
2023	22,042
2024	22,002
2025	20,846
2026	18,941
Thereafter	89,557
Total	$	195,431

Schedule of Goodwill

The changes in the carrying amounts of goodwill were as follows (in thousands of dollars):


	Amounts
Balance as of December 31, 2020	$	2,725
Goodwill acquired - Decipher Biosciences	468,266
Goodwill acquired - HalioDx	248,814
Effect of foreign currency translation on Goodwill acquired - HalioDx	(11,901)
Balance as of December 31, 2021	$	707,904

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following (in thousands of dollars):


	December 31,
	2021		2020
Accrued compensation expense	$	30,792	$	9,201
Accrued other	8,683		2,504
Total accrued liabilities	$	39,475	$	11,705

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of Fair Value Measurement Unobservable Inputs

As of December 31, 2021, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs:


			Value or Range
Unobservable input			(Weighted-Average)
Discount rate			5.9%
Probability of achievement			80% - 100% (94%)

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Leases

Future minimum lease payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands of dollars):


Year Ending December 31,	Amounts
2022	$	4,356
2023	4,420
2024	4,414
2025	4,484
2026	1,404
Thereafter	1,580
Total future minimum lease payments	20,658
Less: amount representing interest	2,932
Present value of future lease payments	17,726
Less: short-term lease liabilities	3,630
Long-term lease liabilities	$	14,096

Schedule of Operating Lease Expense and Measurement Of Lease Liabilities

The following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Operating lease expense	$	3,503	$	1,889	$	1,899
Cash paid for amounts included in the measurement of lease liabilities	$	3,650	$	2,332	$	2,227

Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of Net Debt Obligation

As of December 31, 2021 and 2020, the net debt obligation for borrowings made under the Loan and Security Agreement was as follows (in thousands of dollars):


	December 31,
	2021		2020
Debt principal	$	—	$	—
End-of-term debt obligation	1,026		810
Net debt obligation	$	1,026	$	810

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of Reserved Shares of Common Stock for Issuance

As of December 31, 2021 and 2020, the Company had reserved shares of common stock for issuance as follows:


	December 31,
	2021	2020
Stock options and restricted stock units issued and outstanding	4,892,164	4,867,303
Stock options and restricted stock units available for grant under stock option plans	4,418,364	3,061,589
Common stock available for the Employee Stock Purchase Plan	1,490,130	1,571,395
Total	10,800,658	9,500,287

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Stock Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Activity Under the Company's Stock Incentive Plans

The following table summarizes activity under the Company's stock incentive plans (aggregate intrinsic value in thousands):


	Shares Available for Grant	Stock Options Outstanding and Unvested Stock Units	Weighted Average Exercise Price of Stock Options		Weighted Average Remaining Contractual Life of Stock Options (Years)	Aggregate Intrinsic Value of Stock Options
Balance—December 31, 2020	3,061,589	4,867,303	$	15.14	6.98	$	135,879
Additional shares authorized	2,328,021	—
Granted - stock options	(677,851)	677,851	46.85
Granted - restricted stock units	(1,168,896)	1,168,896
Canceled	713,175	(713,175)	18.89
Exercised	—	(712,588)	12.88
Restricted stock units vested	—	(396,123)
Tax portion of restricted stock units vested	162,326	—
Balance—December 31, 2021	4,418,364	4,892,164	$	19.87	6.16	$	78,914

Options vested and exercisable—December 31, 2021		2,391,848	$	12.67	5.02	$	68,246
Options vested and expected to vest—December 31, 2021		3,379,118	$	19.10	6.04	$	77,946

Schedule of Share-based Compensation Expense


	Year Ended December 31,
	2021		2020		2019
Cost of testing revenue	$	640	$	369	$	277
Research and development	4,636		2,690		1,856
Selling and marketing	4,390		3,474		2,938
General and administrative	12,853		6,462		4,736
Total stock-based compensation expense	$	22,519	$	12,995	$	9,807

Schedule of Assumptions Used to Calculate Fair Value of Stock Options Using the Black-Scholes Model

The estimated grant-date fair value of employee stock options using the Black-Scholes option-pricing model was based on the following assumptions:


	Year Ended December 31,
	2021	2020	2019
Weighted-average volatility	56.83 - 60.48%	54.40 - 58.20%	52.90 - 53.40%
Weighted-average expected term (years)	5.05 - 5.25	5.24 - 5.42	5.50 - 6.08
Risk-free interest rate	0.40 - 1.21%	0.24 - 0.92%	1.90 - 2.60%
Expected dividend yield	—	—	—

The estimated grant date fair value of the ESPP shares was calculated using the Black-Scholes option-pricing model, based on the following assumptions:


	Year Ended December 31,
	2021	2020	2019
Weighted-average volatility	62.03 - 80.70%	54.16 - 85.01%	53.38 - 71.77%
Weighted-average expected term (years)	0.50 - 1.00	0.50 - 1.00	0.50 - 1.00
Risk-free interest rate	0.06 - 0.08%	0.11 - 1.56%	1.88 - 2.56%
Expected dividend yield	—	—	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Pre-tax loss has been recorded in the following jurisdictions for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
United States	$	(68,707)	$	(34,909)	$	(12,599)
Foreign	(12,942)		—		—
Total	$	(81,649)	$	(34,909)	$	(12,599)

Schedule of Components of Income Tax Expense (Benefit)

The components of the benefit for income taxes are as follows for the years ended December 31, 2021, 2020 and 2019 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	63		—		—
Foreign	54		—		—
Total current	117		—		—
Deferred:
Federal	(3,526)		—		—
State	(508)		—		—
Foreign	(2,169)		—		—
Total deferred	(6,203)		—		—
Total income tax benefit	$	(6,086)	$	—	$	—

Schedule of Reconciliation of Tax Expense Computed at the Statutory Federal Rate

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 (in thousands of dollars):


	Year Ended December, 31,
	2021		2020		2019
U.S. federal taxes at statutory rate	$	(17,146)	$	(7,302)	$	(2,632)
State tax (net of federal benefit)	(1,609)		(1,794)		(828)
Foreign rate differential	674		1		—
Non deductible officers' compensation	3,055		1,443		439
Transaction costs	2,255		—		—
Permanent differences	59		131		221
Stock based compensation - excess benefit	(5,687)		(4,881)		(4,366)
Tax credits	(714)		(588)		(996)
Change in valuation allowance	13,027		12,990		8,162
Total	$	(6,086)	$	—	$	—

Schedule of Significant Components of the Company's Deferred Tax Assets and Liabilities

Significant components of the Company's deferred tax assets and liabilities are as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Deferred tax assets:
Net operating loss carryforwards	$	133,492	$	68,113	$	56,506
Research and development credits	7,926		6,167		5,579
Stock-based compensation	3,760		2,696		2,246
NanoString intangibles and goodwill	1,244		908		380
Operating lease liability	4,327		2,826		3,068
Accruals and other	7,099		2,623		2,610
Gross deferred tax assets	157,848		83,333		70,389
Valuation allowance	(120,586)		(78,650)		(65,228)
Net deferred tax assets	37,262		4,683		5,161
Deferred tax liabilities:
Property and equipment	(219)		(334)		(471)
Other acquired intangibles	(34,823)		—		—
In-process research and development	(3,892)		(2,423)		(2,597)
ROU assets	(3,920)		(1,926)		(2,093)
Gross deferred tax liabilities	(42,854)		(4,683)		(5,161)
Net deferred tax liabilities	(42,854)		(4,683)		(5,161)
Net deferred taxes	$	(5,592)	$	—	$	—

Schedule of Reconciliation of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
Unrecognized tax benefits, beginning of period	$	3,563	$	3,278	$	2,799
Gross increases—tax position in prior period	515		—		—
Gross decreases—tax position in prior period	—		—		—
Gross increases—current period tax position	374		285		479
Lapse of statute of limitations	—		—		—
Unrecognized tax benefits, end of period	$	4,452	$	3,563	$	3,278

Components of Other Income, net (Tables)

12 Months Ended

Dec. 31, 2021

Other Income and Expenses [Abstract]

Schedule of Other Income (Loss)

Other income, net consists of the following (in thousands of dollars):


	Year Ended December 31,
	2021		2020		2019
French research tax credits	$	1,535	$	—	$	—
Interest and dividend income	135		594		3,025
Interest expense	(241)		(229)		(677)
Gain (loss) on currency revaluation	(1,081)		56		—
Other	(94)		59		180
Total	$	254	$	480	$	2,528

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)		1 Months Ended		3 Months Ended	12 Months Ended
	Feb. 09, 2021	Aug. 31, 2020	May 31, 2019	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 31, 2020
Class of Stock [Line Items]
Accumulated deficit				$ 281,594,000	$ 357,157,000	$ 281,594,000
Cash and cash equivalents				349,364,000	173,197,000	349,364,000	$ 159,317,000
Number of shares issued in transaction (in shares)	8,547,297	6,900,000	6,325,000
Proceeds from issuance of common stock	$ 593,800,000	$ 193,800,000	$ 137,800,000
Payments of stock issuance costs	$ 38,700,000	$ 13,200,000	$ 9,200,000
Long term deposits				603,000	749,000	603,000	603,000
Investment in MAVIDx								$ 1,000,000
Impairment loss				1,000,000	$ 0	1,000,000	0
Weighted Average Amortization Period (Years)					10 years 10 months 24 days
Finite-lived intangible assets, impairment					$ 0	0	0
Indefinite-lived intangible assets, impairment					0	0	0
Goodwill impairment					0	0	0
Total revenue					219,514,000	117,483,000	120,368,000
Income (loss) from operations					$ (81,903,000)	$ (35,389,000)	$ (15,127,000)
Net loss per common share, basic (in USD per share)					$ (1.11)	$ (0.66)	$ (0.27)
Net loss per common share, diluted (in USD per share)					$ (1.11)	$ (0.66)	$ (0.27)
Accounts receivable				18,461,000	$ 41,461,000	$ 18,461,000
Write-down of excess supplies					0	1,088,000	$ 0
ASU 2014-09
Class of Stock [Line Items]
Income (loss) from operations					$ 1,500,000	$ 1,500,000	$ 1,600,000
Net loss per common share, basic (in USD per share)					$ 0.02	$ 0.02	$ 0.04
Net loss per common share, diluted (in USD per share)					$ 0.02	$ 0.02	$ 0.04
Testing revenue
Class of Stock [Line Items]
Total revenue					$ 188,182,000	$ 101,970,000	$ 107,355,000
Testing revenue \| Cost of testing revenue \| COVID 19 Pandemic
Class of Stock [Line Items]
Write-down of excess supplies						1,100,000
Testing revenue \| ASU 2014-09
Class of Stock [Line Items]
Total revenue					1,500,000	1,500,000	1,600,000
Biopharmaceutical and other revenue
Class of Stock [Line Items]
Total revenue					19,868,000	5,668,000	$ 12,090,000
Accounts receivable				400,000	11,600,000	400,000
Deferred revenue				$ 1,200,000	$ 5,000,000	$ 1,200,000
Minimum
Class of Stock [Line Items]
Useful lives					3 years
Weighted Average Amortization Period (Years)					4 years
Maximum
Class of Stock [Line Items]
Useful lives					5 years
Weighted Average Amortization Period (Years)					15 years
Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in transaction (in shares)	1,114,864	900,000	825,000
Common Stock
Class of Stock [Line Items]
Shares issued, price per share (in USD per share)	$ 74.00	$ 30.00	$ 23.25

Summary of Significant Accounting Policies - Schedule of Third-party Payers And Other Customers (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue \| Revenue concentration risk \| Medicare
Concentration Risk [Line Items]
Concentration risk	30.00%	24.00%	26.00%
Revenue \| Revenue concentration risk \| United Healthcare
Concentration Risk [Line Items]
Concentration risk	10.00%	11.00%	11.00%
Revenue \| Revenue concentration risk \| Customers Representing >10% Of Total Revenue
Concentration Risk [Line Items]
Concentration risk	40.00%	35.00%	37.00%
Accounts receivable \| Gross receivables concentration risk \| Medicare
Concentration Risk [Line Items]
Concentration risk	12.00%	13.00%
Accounts receivable \| Gross receivables concentration risk \| United Healthcare
Concentration Risk [Line Items]
Concentration risk	9.00%	12.00%

Summary of Significant Accounting Policies - Schedule of Revenues Included in Biopharmaceutical and Other Revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenue	$ 219,514	$ 117,483	$ 120,368
Development services
Disaggregation of Revenue [Line Items]
Total revenue	10,387	2,123	1,000
Collaboration milestones
Disaggregation of Revenue [Line Items]
Total revenue	4,000	0	4,000
Provision of data
Disaggregation of Revenue [Line Items]
Total revenue	1,876	1,545	7,090
Milestones
Disaggregation of Revenue [Line Items]
Total revenue	350	1,000	0
Development rights
Disaggregation of Revenue [Line Items]
Total revenue	0	1,000	0
Contract manufacturing
Disaggregation of Revenue [Line Items]
Total revenue	2,872	0	0
Contract testing
Disaggregation of Revenue [Line Items]
Total revenue	383	0	0
Biopharmaceutical And Other
Disaggregation of Revenue [Line Items]
Total revenue	$ 19,868	$ 5,668	$ 12,090

Summary of Significant Accounting Policies - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Total revenue	$ 219,514	$ 117,483	$ 120,368
United States
Disaggregation of Revenue [Line Items]
Total revenue	200,982	109,614	119,153
International
Disaggregation of Revenue [Line Items]
Total revenue	$ 18,532	$ 7,869	$ 1,215

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Net Loss Per Share (Details) - shares	12 Months Ended
Net Loss Per Share (Details) - shares	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock subject to outstanding options (in shares)	4,882,903	5,499,345	6,133,190
Shares of common stock subject to outstanding options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock subject to outstanding options (in shares)	3,754,807	4,564,777	5,394,944
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock subject to outstanding options (in shares)	21,158	21,006	26,124
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares of common stock subject to outstanding options (in shares)	1,106,938	913,562	712,122

Business Combinations - Narrative (Details) $ in Thousands				1 Months Ended	3 Months Ended	4 Months Ended	12 Months Ended
Business Combinations - Narrative (Details) $ in Thousands	Aug. 02, 2021 USD ($) asset shares	Mar. 12, 2021 USD ($)	Dec. 03, 2019 USD ($)	Mar. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Business Acquisition [Line Items]
Acquisition related contingent consideration							$ 5,722	$ 7,594
Goodwill							707,904	2,725
Share-based compensation expense							$ 22,519	12,995	$ 9,807
Estimated useful life							10 years 10 months 24 days
Release of valuation allowance							$ (41,900)	(13,400)	(9,900)
Cost of testing revenue
Business Acquisition [Line Items]
Share-based compensation expense							640	369	277
Research and development
Business Acquisition [Line Items]
Share-based compensation expense							4,636	2,690	1,856
Selling and marketing
Business Acquisition [Line Items]
Share-based compensation expense							$ 4,390	3,474	$ 2,938
Decipher product technology
Business Acquisition [Line Items]
Estimated useful life							10 years
Decipher trade names
Business Acquisition [Line Items]
Estimated useful life							5 years
HalioDx developed technology
Business Acquisition [Line Items]
Estimated useful life							10 years
HalioDx customer relationships
Business Acquisition [Line Items]
Estimated useful life							6 years
HalioDx customer backlog
Business Acquisition [Line Items]
Estimated useful life							4 years
HalioDx SAS
Business Acquisition [Line Items]
Equity interest acquired	100.00%
HalioDx Inc.
Business Acquisition [Line Items]
Equity interest acquired	100.00%
HalioDx
Business Acquisition [Line Items]
Considerations paid in acquisition	$ 319,640
Shares issued for purchase consideration for a business combination	$ 147,089
Shares transferred in acquisition (in shares) \| shares	3,300,000
Incurred liabilities in acquisition	$ 4,194
Transaction costs							$ 11,500
Acquisition related contingent consideration	$ 16,800
Percentage of cash consideration holdback placed in escrow	50.00%
Required service period associated with cash consideration holdback	2 years
Revenues associated with acquisition							11,500
Operating loss associated with acquisition							(13,000)
Goodwill	$ 248,814
Deferred tax liability	7,409
Cash considerations paid in acquisition	168,357
Right-of-use assets, operating lease	2,136
Fair value of finite-lived intangible assets	$ 60,303
HalioDx \| Free Shares
Business Acquisition [Line Items]
Unvested free shares modified (in shares) \| shares	11,031
Fair value of free shares modified (in shares)	$ 5,100
Pre-combination services associated with free shares modified	3,500
HalioDx \| Employee stock options
Business Acquisition [Line Items]
Pre-combination services associated with options vested	400
Nonrecurring post-combination compensation expense associated nonvested options	1,500
HalioDx \| Restricted stock units
Business Acquisition [Line Items]
Fair value of awards granted	$ 16,500
Vesting period of awards granted	4 years
Share-based compensation expense							3,500
HalioDx \| Restricted stock units \| Non-substantive Employee
Business Acquisition [Line Items]
Share-based compensation expense							2,000
HalioDx \| HalioDx developed technology
Business Acquisition [Line Items]
Intangible asset acquired \| asset	3
HalioDx \| HalioDx customer relationships
Business Acquisition [Line Items]
Intangible asset acquired \| asset	2
HalioDx \| HalioDx customer backlog
Business Acquisition [Line Items]
Intangible asset acquired \| asset	2
HalioDx \| Post-Combination Compensation Expense
Business Acquisition [Line Items]
Considerations paid in acquisition							4,500
HalioDx \| Post-Combination Compensation Expense \| Cost of testing revenue
Business Acquisition [Line Items]
Considerations paid in acquisition							300
HalioDx \| Post-Combination Compensation Expense \| Research and development
Business Acquisition [Line Items]
Considerations paid in acquisition							800
HalioDx \| Post-Combination Compensation Expense \| Selling and marketing
Business Acquisition [Line Items]
Considerations paid in acquisition							1,300
Decipher Biosciences
Business Acquisition [Line Items]
Equity interest acquired		100.00%
Considerations paid in acquisition		$ 594,694
Incurred liabilities in acquisition		44,179
Transaction costs							10,600
Goodwill		468,266
Deferred tax liability		4,740
Cash considerations paid in acquisition		550,515				$ 43,800
Acceleration and cash settlement of unvested acquiree employee stock awards					$ 25,100
Net loss							18,200
Total revenues							65,900
Increase (decrease) in fair value of accounts receivable acquired							1,800
Increase (decrease) in goodwill acquired, corresponding to accounts receivable remeasurement							1,800
Right-of-use assets, operating lease		7,601
Fair value of finite-lived intangible assets		94,000
Release of valuation allowance		3,500
Decipher Biosciences \| Dr. Tina S. Nova, Ph.D.
Business Acquisition [Line Items]
Payments to board of directors members				$ 26,500
Decipher Biosciences \| Dr. Robert S. Epstein, M.D., M.S.
Business Acquisition [Line Items]
Payments to board of directors members				$ 1,400
Decipher Biosciences \| Off-Market Favorable Lease
Business Acquisition [Line Items]
Right-of-use assets, operating lease		1,800					1,800
Decipher Biosciences \| Decipher product technology
Business Acquisition [Line Items]
Fair value of finite-lived intangible assets		$ 90,000
Estimated useful life		10 years
Decipher Biosciences \| Decipher trade names
Business Acquisition [Line Items]
Fair value of finite-lived intangible assets		$ 4,000
Estimated useful life		5 years
Decipher Biosciences \| Post-Combination Compensation Expense
Business Acquisition [Line Items]
Considerations paid in acquisition		$ 25,079
Incurred liabilities in acquisition		24,809
Cash considerations paid in acquisition		$ 270
NanoString
Business Acquisition [Line Items]
Considerations paid in acquisition			$ 40,000
Acquisition related contingent consideration			6,100				$ 8,400	$ 7,600
Goodwill			1,668
Fair value of finite-lived intangible assets			54,420
Additional cash to be paid			10,000
NanoString \| Common Stock
Business Acquisition [Line Items]
Shares issued for purchase consideration for a business combination			$ 10,000

Business Combinations - Schedule of Purchase Price and Nonrecurring Expenses (Details) - USD ($) $ in Thousands			4 Months Ended	12 Months Ended
	Aug. 02, 2021	Mar. 12, 2021	Jun. 30, 2021	Dec. 31, 2021
HalioDx
Business Acquisition [Line Items]
Cash transferred	$ 168,357
Liabilities incurred	4,194
Shares issued for purchase consideration for a business combination	147,089
Total	319,640
HalioDx \| Post-Combination Compensation Expense
Business Acquisition [Line Items]
Total				$ 4,500
HalioDx \| Post-Combination Compensation Expense \| Scenario, Plan
Business Acquisition [Line Items]
Cash transferred	0
Liabilities incurred	19,904
Shares issued for purchase consideration for a business combination	0
Total	$ 19,904
Decipher Biosciences
Business Acquisition [Line Items]
Cash transferred		$ 550,515	$ 43,800
Liabilities incurred		44,179
Total		594,694
Decipher Biosciences \| Post-Combination Compensation Expense
Business Acquisition [Line Items]
Cash transferred		270
Liabilities incurred		24,809
Total		$ 25,079

Business Combinations - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 02, 2021	Mar. 12, 2021	Dec. 31, 2020	Dec. 03, 2019
Business Acquisition [Line Items]
Goodwill	$ 707,904			$ 2,725
HalioDx
Business Acquisition [Line Items]
Cash and cash equivalents		$ 5,938
Accounts receivable		10,793
Supplies inventory		3,610
Prepaids and other current assets		7,045
Property and equipment, net		2,716
Right-of-use assets, financing lease		733
Right-of-use assets, operating lease		2,136
Finite-lived intangible assets		60,303
Other assets		524
Total identifiable assets acquired		93,798
Accounts payable		(2,645)
Accrued liabilities		(5,627)
Current portion of financing lease liability		(247)
Current portion of operating lease liability		(448)
Long-term debt		(1,171)
Deferred revenue		(3,250)
Financing lease liability, net of current portion		(488)
Operating lease liability, net of current portion		(1,687)
Deferred tax liability		(7,409)
Net identifiable assets acquired		70,826
Goodwill		248,814
Total purchase price		$ 319,640
Decipher Biosciences
Business Acquisition [Line Items]
Cash and cash equivalents			$ 19,782
Accounts receivable			7,562
Supplies inventory			1,641
Prepaids and other current assets			778
Property and equipment, net			1,737
Right-of-use assets, operating lease			7,601
Finite-lived intangible assets			94,000
Indefinite-lived intangible assets			7,300
Restricted cash			146
Other assets			3,075
Total identifiable assets acquired			143,622
Accounts payable			(2,351)
Accrued liabilities			(4,322)
Current portion of operating lease liability			(1,241)
Operating lease liability, net of current portion			(4,540)
Deferred tax liability			(4,740)
Net identifiable assets acquired			126,428
Goodwill			468,266
Total purchase price			$ 594,694
NanoString
Business Acquisition [Line Items]
Finite-lived intangible assets					$ 54,420
Goodwill					1,668
Total purchase price					56,088
NanoString \| Prosigna product technology
Business Acquisition [Line Items]
Finite-lived intangible assets					4,120
NanoString \| Prosigna customer relationships
Business Acquisition [Line Items]
Finite-lived intangible assets					2,430
NanoString \| nCounter Dx license
Business Acquisition [Line Items]
Finite-lived intangible assets					46,880
NanoString \| LymphMark product technology
Business Acquisition [Line Items]
Finite-lived intangible assets					$ 990

Business Combinations - Schedule of Intangible Assets Acquired (Details) - USD ($) $ in Thousands	Aug. 02, 2021	Dec. 03, 2019
HalioDx
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 60,303
HalioDx \| HalioDx developed technology \| Product revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 4,163
Estimated useful life	10 years
HalioDx \| HalioDx developed technology \| Biopharmaceutical and other revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 42,224
Estimated useful life	10 years
HalioDx \| HalioDx developed technology \| Testing revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 1,546
Estimated useful life	10 years
HalioDx \| HalioDx customer relationships \| Biopharmaceutical and other revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 2,141
Estimated useful life	7 years
HalioDx \| HalioDx customer relationships \| Testing revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 2,973
Estimated useful life	5 years
HalioDx \| HalioDx customer backlog \| Biopharmaceutical and other revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 2,736
Estimated useful life	4 years
HalioDx \| HalioDx customer backlog \| Testing revenue
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 4,520
Estimated useful life	4 years
NanoString
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 54,420
NanoString \| Prosigna product technology
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 4,120
Estimated useful life		15 years
NanoString \| Prosigna customer relationships
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 2,430
Estimated useful life		5 years
NanoString \| nCounter Dx license
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 46,880
Estimated useful life		15 years
NanoString \| LymphMark product technology
Acquired Indefinite-lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 990
Estimated useful life		7 years

Business Combinations - Supplemental Pro Forma Information (Details) - Decipher Biosciences and HalioDX - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Total revenues	$ 245,930	$ 177,630
Net loss	$ (36,000)	$ (122,203)

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 36,579	$ 25,387
Accumulated depreciation and amortization	(21,481)	(16,397)
Total property and equipment, net	15,098	8,990
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	8,607	6,863
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	17,533	10,643
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	2,311	1,783
Software, including software developed for internal use
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	4,627	3,793
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	2,502	1,544
Construction-in-process
Property, Plant and Equipment [Line Items]
Total property and equipment, at cost	$ 999	$ 761

Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Balance Sheet Related Disclosures [Abstract]
Depreciation and amortization expense	$ 3,600	$ 2,800	$ 2,700
Intangible asset amortization	$ 15,981	$ 5,095	$ 1,401

Balance Sheet Components - Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 221,838	$ 70,420
Accumulated Amortization	(26,407)	(10,496)
Net Carrying Amount	$ 195,431	59,924
Weighted Average Amortization Period (Years)	10 years 10 months 24 days
Indefinite-lived intangible assets	$ 7,300
Total intangible assets	229,138	70,420
Intangible assets, net	202,731	59,924
Percepta product technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16,000	16,000
Accumulated Amortization	(7,200)	(6,133)
Net Carrying Amount	$ 8,800	9,867
Weighted Average Amortization Period (Years)	15 years
Prosigna product technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,120	4,120
Accumulated Amortization	(572)	(298)
Net Carrying Amount	$ 3,548	3,822
Weighted Average Amortization Period (Years)	15 years
Prosigna customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 2,430	2,430
Accumulated Amortization	(1,013)	(526)
Net Carrying Amount	$ 1,417	1,904
Weighted Average Amortization Period (Years)	5 years
nCounter Dx license
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 46,880	46,880
Accumulated Amortization	(6,511)	(3,386)
Net Carrying Amount	$ 40,369	43,494
Weighted Average Amortization Period (Years)	15 years
LymphMark product technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 990	990
Accumulated Amortization	(295)	(153)
Net Carrying Amount	$ 695	837
Weighted Average Amortization Period (Years)	7 years
Decipher product technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 90,000	0
Accumulated Amortization	(7,234)	0
Net Carrying Amount	$ 82,766	0
Weighted Average Amortization Period (Years)	10 years
Decipher trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,000	0
Accumulated Amortization	(643)	0
Net Carrying Amount	$ 3,357	0
Weighted Average Amortization Period (Years)	5 years
HalioDx developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 45,640	0
Accumulated Amortization	(1,877)	0
Net Carrying Amount	$ 43,763	0
Weighted Average Amortization Period (Years)	10 years
HalioDx customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 4,870	0
Accumulated Amortization	(352)	0
Net Carrying Amount	$ 4,518	0
Weighted Average Amortization Period (Years)	6 years
HalioDx customer backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 6,908	0
Accumulated Amortization	(710)	0
Net Carrying Amount	$ 6,198	$ 0
Weighted Average Amortization Period (Years)	4 years

Balance Sheet Components - Future Amortization (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
2022	$ 22,043
2023	22,042
2024	22,002
2025	20,846
2026	18,941
Thereafter	89,557
Net Carrying Amount	$ 195,431	$ 59,924

Balance Sheet Components - Schedule of Goodwill (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Goodwill [Roll Forward]
Goodwill at beginning of period	$ 2,725
Effect of foreign currency translation on Goodwill acquired - HalioDx	(11,901)
Goodwill at end of period	707,904
Decipher Biosciences
Goodwill [Roll Forward]
Goodwill acquired	468,266
HalioDx
Goodwill [Roll Forward]
Goodwill acquired	$ 248,814

Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Balance Sheet Related Disclosures [Abstract]
Accrued compensation expense	$ 30,792	$ 9,201
Accrued other	8,683	2,504
Total accrued liabilities	$ 39,475	$ 11,705

Fair Value Measurements - Narrative (Details) - USD ($)	12 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 03, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Acquisition-related contingent consideration, net of current portion	$ 5,722,000	$ 7,594,000
Short term contingent considerations	2,682,000	0
NanoString
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Acquisition-related contingent consideration, net of current portion	8,400,000	7,600,000		$ 6,100,000
Contingent consideration, changes in fair value	800,000	1,500,000	$ 0
Short term contingent considerations	2,700,000
Headquarters and laboratory facilities, South San Francisco
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Security deposit	749,000	603,000
Money Market Funds
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalents	159,200,000	$ 346,800,000
Bank Time Deposits
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Time deposits	$ 4,000,000

Fair Value Measurements - Schedule of Fair Value Measurement Input (Details)	Dec. 31, 2021
Discount rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.059
Probability of achievement \| Minimum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.80
Probability of achievement \| Maximum
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	1
Probability of achievement \| Weighted Average
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement input	0.94

Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Mar. 12, 2021
Operating Leased Assets [Line Items]
Discount rate	6.40%
Finance right-of-use assets	$ 700
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net
Finance lease liabilities	$ 600
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other liabilities
Purchase obligation	$ 16,100
Decipher Biosciences
Operating Leased Assets [Line Items]
Right-of-use assets, operating lease		$ 7,601
Decipher Biosciences \| Off-Market Favorable Lease
Operating Leased Assets [Line Items]
Right-of-use assets, operating lease	$ 1,800	$ 1,800
Headquarters And Laboratory Facilities South San Francisco, San Diego, And Austin
Operating Leased Assets [Line Items]
Weighted average remaining lease term	4 years 9 months 18 days
Facilities in Marseille, France
Operating Leased Assets [Line Items]
Term of lease	12 years
Annual rent	$ 1,400

Commitments and Contingencies - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2022	$ 4,356
2023	4,420
2024	4,414
2025	4,484
2026	1,404
Thereafter	1,580
Total future minimum lease payments	20,658
Less: amount representing interest	2,932
Present value of future lease payments	17,726
Less: short-term lease liabilities	3,630	$ 1,589
Long-term lease liabilities	$ 14,096	$ 9,917

Commitments and Contingencies - Schedule of Operating Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Operating lease expense	$ 3,503	$ 1,889	$ 1,899
Cash paid for amounts included in the measurement of lease liabilities	$ 3,650	$ 2,332	$ 2,227

Debt - Narrative (Details) - USD ($)		1 Months Ended		12 Months Ended
Debt - Narrative (Details) - USD ($)	Nov. 03, 2017	Aug. 31, 2020	Jan. 31, 2019	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Line of Credit Facility [Line Items]
Repayments of long-term debt				$ 0	$ 100,000	$ 24,900,000
Line of credit \| Revolving credit facility
Line of Credit Facility [Line Items]
Termination fee on loan, percentage of revolving line of credit				1.00%
Early termination fee on loan				$ 100,000
Line of credit \| Silicon Valley Bank
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 35,000,000
Periodic payment terms, balloon payment to be paid				1,200,000
Long-term debt balance outstanding				1,026,000	$ 810,000
Line of credit \| Silicon Valley Bank \| Secured Debt
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	25,000,000
Periodic payment terms, balloon payment to be paid	1,200,000
Line of credit \| Silicon Valley Bank \| Revolving credit facility
Line of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 10,000,000
Repayments of long-term debt		$ 100,000	$ 24,900,000
Term Loan Advance \| Silicon Valley Bank
Line of Credit Facility [Line Items]
Long-term debt balance outstanding				$ 1
LIBOR \| Line of credit \| Silicon Valley Bank \| Secured Debt
Line of Credit Facility [Line Items]
Basis spread on variable rate	4.20%
LIBOR \| Line of credit \| Silicon Valley Bank \| Revolving credit facility
Line of Credit Facility [Line Items]
Basis spread on variable rate	3.50%
Minimum \| LIBOR \| Line of credit \| Silicon Valley Bank \| Secured Debt
Line of Credit Facility [Line Items]
Interest rate, stated percentage	5.43%
Minimum \| LIBOR \| Line of credit \| Silicon Valley Bank \| Revolving credit facility
Line of Credit Facility [Line Items]
Interest rate, stated percentage	4.70%
Debt prepayment tranche three \| LIBOR \| Line of credit \| Silicon Valley Bank \| Revolving credit facility
Line of Credit Facility [Line Items]
Prepayment premium	$ 250,000

Debt - Schedule of Loan and Security Agreement (Details) - Line of credit - Silicon Valley Bank - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Debt principal	$ 0	$ 0
End-of-term debt obligation	1,026	810
Net debt obligation	$ 1,026	$ 810

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Stockholders' Equity (Details)	12 Months Ended
Stockholders' Equity (Details)	Dec. 31, 2021 USD ($) vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	125,000,000	125,000,000
Par value of shares of common stock (in USD per share) \| $ / shares	$ 0.001	$ 0.001
Number of votes for each share of stock \| vote	1
Dividends declared \| $	$ 0
Options issued and outstanding (in shares)	4,892,164	4,867,303
Total number of shares reserved for issuance (in shares)	10,800,658	9,500,287
Shares of common stock subject to outstanding options
Class of Stock [Line Items]
Options issued and outstanding (in shares)	4,892,164	4,867,303
Shares available for issuance (in shares)	4,418,364	3,061,589
Employee stock purchase plan
Class of Stock [Line Items]
Shares available for issuance (in shares)	1,490,130	1,571,395

Stock Incentive Plans - Narrative (Details) - USD ($)	1 Months Ended	12 Months Ended
Stock Incentive Plans - Narrative (Details) - USD ($)	Feb. 29, 2008	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average fair value of options to purchase common stock granted (in USD per share)		$ 23.45	$ 12.97	$ 11.07
Intrinsic value of stock options exercised		$ 24,000,000	$ 32,900,000	$ 31,300,000
Weighted average grant date fair value (in USD per share)		$ 46.41	$ 27.09
Options vested and expected to vest at the end of the period		$ 77,946,000
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share price (in USD per share)		$ 41.20	$ 48.94
Employee stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Estimated grant date fair value of options to purchase common stock vested		$ 7,800,000	$ 7,300,000	$ 4,400,000
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested and expected to vest at the end of the period		21,700,000	$ 10,300,000
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value of awards granted		$ 3,800,000
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)		1,490,130	1,571,395
Maximum offering period		12 months
Purchase period		6 months
Maximum fair market value of shares available to purchase per calendar year		$ 25,000
Expected dividend yield		0.00%	0.00%	0.00%
Employee stock purchase plan \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum purchase price as a percentage of fair market value		85.00%
Stock-based Compensation
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense		$ 52,100,000
Period over which unrecognized compensation expense expected to be recognized		2 years 6 months
Stock-based Compensation, non-employees
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%
2008 Plan \| ISO \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Voting power of person owning stock	10.00%
Option price as a percentage of estimated fair value of shares to person owning more than 10% of voting power stock	110.00%
2008 Plan \| ISO \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of options to person owning more than 10% of voting power stock	5 years
2008 Plan \| Employee stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum purchase price as a percentage of fair market value	100.00%
2008 Plan \| Employee stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Term of options granted	10 years
2013 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of additional shares reserved for issuance (in shares)					1,700,000
Maximum annual increase as a percentage in outstanding shares on the last day of the preceding fiscal year		4.00%
2013 Plan \| ISO \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum purchase price as a percentage of fair market value		100.00%
2013 Plan \| NSO \| Outside director who was not previously an employee
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted as initial grant (in shares)		35,000
2013 Plan \| Employee stock options \| Outside director serving as a member of Board of Directors for at least six months
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted as annual grant (in shares)		10,000
2013 Plan \| Employee stock options \| Outside director serving as a member of Board of Directors for at least six months \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period director must serve as board of director to receive grant to purchase shares		6 months
2013 Plan \| Employee stock options \| Outside director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Minimum purchase price as a percentage of fair market value		100.00%
2013 Plan \| Employee stock options \| Outside director \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period after termination of service		12 months
2013 Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual value of future grants to outside directors not previously employed		$ 600,000
Value of grants to non-employee directors		$ 300,000

Stock Incentive Plans - Activity Under Stock Option Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Shares Available for Grant
Additional shares authorized (in shares)	2,328,021
Canceled (in shares)	713,175
Stock Options Outstanding and Unvested Stock Units
Balance at beginning of the period (in shares)	4,867,303
Canceled (in shares)	(713,175)
Exercised (in shares)	(712,588)
Balance at the end of the period (in shares)	4,892,164	4,867,303
Options vested and exercisable at the end of the period (in shares)	2,391,848
Options vested and expected to vest at the end of the period (in shares)	3,379,118
Weighted Average Exercise Price of Stock Options
Balance at beginning of the period (in USD per share)	$ 15.14
Canceled (in USD per share)	18.89
Exercised (in USD per share)	12.88
Balance at the end of the period (in USD per share)	19.87	$ 15.14
Options vested and exercisable at the end of the period (in USD per share)	12.67
Options vested and expected to vest at the end of the period (in USD per share)	$ 19.10
Weighted Average Remaining Contractual Life of Stock Options (Years)
Remaining contractual life of stock options at beginning and end of period	6 years 1 month 28 days	6 years 11 months 23 days
Options vested and exercisable at the end of the period	5 years 7 days
Options vested and expected to vest at the end of the period	6 years 14 days
Aggregate Intrinsic Value of Stock Options
Balance at beginning of period	$ 135,879
Balance at end of period	78,914	$ 135,879
Options vested and exercisable at the end of the period	68,246
Options vested and expected to vest at the end of the period	$ 77,946
Employee stock options
Shares Available for Grant
Granted (in shares)	(677,851)
Stock Options Outstanding and Unvested Stock Units
Granted (in shares)	677,851
Weighted Average Exercise Price of Stock Options
Granted (in USD per share)	$ 46.85
Restricted stock units
Shares Available for Grant
Granted (in shares)	(1,168,896)
Tax portion of restricted stock units vested (in shares)	162,326
Stock Options Outstanding and Unvested Stock Units
Granted (in shares)	1,168,896
Vested (in shares)	(396,123)
Aggregate Intrinsic Value of Stock Options
Options vested and expected to vest at the end of the period	$ 21,700	$ 10,300
Shares of common stock subject to outstanding options
Shares Available for Grant
Balance at the beginning of the period (in shares)	3,061,589
Balance at the end of the period (in shares)	4,418,364	3,061,589
Stock Options Outstanding and Unvested Stock Units
Balance at beginning of the period (in shares)	4,867,303
Balance at the end of the period (in shares)	4,892,164	4,867,303

Stock Incentive Plans - Stock-based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 22,519	$ 12,995	$ 9,807
Cost of testing revenue
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	640	369	277
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	4,636	2,690	1,856
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	4,390	3,474	2,938
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Share-based compensation expense	$ 12,853	$ 6,462	$ 4,736
Stock-based Compensation, employees
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average minimum volatility	56.83%	54.40%	52.90%
Weighted-average maximum volatility	60.48%	58.20%	53.40%
Risk-free minimum interest rate	0.40%	0.24%	1.90%
Risk-free maximum interest rate	1.21%	0.92%	2.60%
Expected dividend yield	0.00%	0.00%	0.00%
Stock-based Compensation, non-employees
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Expected dividend yield	0.00%
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average minimum volatility	62.03%	54.16%	53.38%
Weighted-average maximum volatility	80.70%	85.01%	71.77%
Risk-free minimum interest rate	0.06%	0.11%	1.88%
Risk-free maximum interest rate	0.08%	1.56%	2.56%
Expected dividend yield	0.00%	0.00%	0.00%
Minimum \| Stock-based Compensation, employees
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average expected term	5 years 18 days	5 years 2 months 26 days	5 years 6 months
Minimum \| Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average expected term	6 months	6 months	6 months
Maximum \| Stock-based Compensation, employees
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average expected term	5 years 3 months	5 years 5 months 1 day	6 years 29 days
Maximum \| Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Weighted-average expected term	1 year	1 year	1 year

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Operating Loss Carryforwards [Line Items]
Pre-tax loss	$ (81,649,000)	$ (34,909,000)	$ (12,599,000)
Income tax expense (benefit)	(6,086,000)	0	0
Valuation allowance against deferred tax assets	41,900,000	13,400,000	9,900,000
Unrecognized tax benefits	4,452,000	$ 3,563,000	$ 3,278,000	$ 2,799,000
Interest expense or penalties related to unrecognized tax benefits	0
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	437,100,000
Tax credit carryforward	$ 5,900,000
Income tax examination period	3 years
State
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	$ 5,700,000
Income tax examination period	4 years
State \| California
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 87,600,000
State \| Other state income tax purposes
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	133,100,000
Foreign \| Canadian
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	74,700,000
Foreign \| Canadian \| Research Tax Credit Carryforward
Operating Loss Carryforwards [Line Items]
Tax credit carryforward	1,400,000
Foreign \| French
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 31,300,000

Income Taxes - Schedule of Pre-Tax Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
United States	$ (68,707)	$ (34,909)	$ (12,599)
Foreign	(12,942)	0	0
Loss before income tax benefit	$ (81,649)	$ (34,909)	$ (12,599)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
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+ Details

Income Taxes - Schedule of Components of Benefits for Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 0	$ 0	$ 0
State	63,000	0	0
Foreign	54,000	0	0
Total current	117,000	0	0
Deferred:
Federal	(3,526,000)	0	0
State	(508,000)	0	0
Foreign	(2,169,000)	0	0
Total deferred	(6,203,000)	0	0
Total	$ (6,086,000)	$ 0	$ 0

Income Taxes - Schedule of Tax Provision (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Amount [Abstract]
U.S. federal taxes at statutory rate	$ (17,146,000)	$ (7,302,000)	$ (2,632,000)
State tax (net of federal benefit)	(1,609,000)	(1,794,000)	(828,000)
Foreign rate differential	674,000	1,000	0
Non deductible officers' compensation	3,055,000	1,443,000	439,000
Transaction costs	2,255,000	0	0
Permanent differences	59,000	131,000	221,000
Stock based compensation - excess benefit	(5,687,000)	(4,881,000)	(4,366,000)
Tax credits	(714,000)	(588,000)	(996,000)
Change in valuation allowance	13,027,000	12,990,000	8,162,000
Total	$ (6,086,000)	$ 0	$ 0

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$ 133,492	$ 68,113	$ 56,506
Research and development credits	7,926	6,167	5,579
Stock-based compensation	3,760	2,696	2,246
NanoString intangibles and goodwill	1,244	908	380
Operating lease liability	4,327	2,826	3,068
Accruals and other	7,099	2,623	2,610
Gross deferred tax assets	157,848	83,333	70,389
Valuation allowance	(120,586)	(78,650)	(65,228)
Net deferred tax assets	37,262	4,683	5,161
Deferred tax liabilities:
Property and equipment	(219)	(334)	(471)
Other acquired intangibles	(34,823)	0	0
In-process research and development	(3,892)	(2,423)	(2,597)
ROU assets	(3,920)	(1,926)	(2,093)
Gross deferred tax liabilities	(42,854)	(4,683)	(5,161)
Net deferred tax liabilities	(42,854)	(4,683)	(5,161)
Net deferred taxes	$ (5,592)	$ 0	$ 0

Income Taxes - Schedule of Uncertain Tax Positions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of period	$ 3,563	$ 3,278	$ 2,799
Gross increases—tax position in prior period	515	0	0
Gross decreases—tax position in prior period	0	0	0
Gross increases—current period tax position	374	285	479
Lapse of statute of limitations	0	0	0
Unrecognized tax benefits, end of period	$ 4,452	$ 3,563	$ 3,278

401(k) Plan (Details) - USD ($)	12 Months Ended
401(k) Plan (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
401(k) Plan
Defined Contribution Plan Disclosure [Line Items]
Employer contributions to the plan	$ 1,300,000	$ 600,000	$ 500,000
Pension Plan
Defined Contribution Plan Disclosure [Line Items]
Pension liability	$ 1,100,000	$ 0

Components of Other Income, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Other Income and Expenses [Abstract]
French research tax credits	$ 1,535	$ 0	$ 0
Interest and dividend income	135	594	3,025
Interest expense	(241)	(229)	(677)
Gain (loss) on currency revaluation	(1,081)	56	0
Other	(94)	59	180
Other income, net	$ 254	$ 480	$ 2,528