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United States securities and exchange commission logo
May 28, 2024
Marc Stapley
Chief Executive Officer
Veracyte, Inc.
6000 Shoreline Court, Suite 300
South San Francisco, California 94080
Re: Veracyte, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2023
Form 8-K Filed May
7, 2024
File No. 001-36156
Dear Marc Stapley:
We have limited our review of your filings to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Financial Statements
Note 5. Balance Sheet Components, Intangible Assets, Net, page 100
1. We reference the
disclosure here and throughout the filing that you recognized
impairment for certain
long-lived assets related to the HalioDx biopharmaceutical services
developed technology,
customer relationships and customer backlog finite-lived intangible
assets due to "a
significant change in the business environment." In future filings, please
provide more context
regarding the nature and impact of any triggering events that require
assessment for
impairment of your intangible assets.
Marc Stapley
FirstName LastNameMarc Stapley
Veracyte, Inc.
Comapany
May NameVeracyte, Inc.
28, 2024
May 28,
Page 2 2024 Page 2
FirstName LastName
Form 8-K filed on May 7, 2024
Exhibit 99.1
Reconciliation of U.S.GAAP to Non-GAAP Financial Measures
2. Your presentation of the reconciliation of U.S. GAAP to non-GAAP
financial
measures gives the appearance of a full non GAAP income statement.
Please note that the
presentation of a full non- GAAP income statement, or a presentation
that gives the
appearance of one, may place undue prominence on the non-GAAP
information. Under
Question 102.10(c) of the C&DI's on Non-GAAP Financial Measures, a
non-GAAP
income statement is considered to be one that is comprised of non-GAAP
measures and
includes all or most of the line items and subtotals found in a GAAP
income
statement. Confirm to us that you will not present full non-GAAP
consolidated income
statements or their equivalents in future filings.
3. As a related matter, if you continue to present non-GAAP total
operating costs excluding
costs of revenue in future filings, please revise to reconcile to the
most comparable
GAAP measure, as required by Item 10(e)(1)(i) of Regulation S-K.
4. With reference to Note 1. to the Reconciliation of U.S. GAAP to
Non-GAAP Financial
Measures, please tell us the nature and composition of the non-GAAP
adjustments
for post-combination compensation expenses. Tell us how you determined
it is
appropriate to adjust for such payments in the determination of your
non-GAAP measures
and clarify how such compensation differs from other compensation paid
to employees
and management. Refer to Question 100.01 of the Commission's
Compliance and
Disclosure Interpretation for Non-GAAP measures.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Christie Wong at 202-551-3684 or Kristin Lochhead at
202-551-3664 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Industrial Applications and
Services